Common use of Seller’s General Obligations Clause in Contracts

Seller’s General Obligations. Each Seller shall use all reasonable endeavours to procure that, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed): 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on its business (including the management and operation of Syndicate 1183) in all material respects in the ordinary and usual course and substantially consistent with its practice in the 12 months prior to Completion, provided that this shall not prohibit any action that is required to be taken in order to effect (in accordance with the terms of this Agreement) the transactions contemplated by this Agreement; 5.1.2 each Group Company shall not make or agree to make any payment other than normal course payments in the ordinary and usual course of business and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, the Company shall not be precluded from notifying its insurers about, and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claims; and (iv) will not settle any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amend, terminate or waive the benefits of or permit the amendment, termination or waiver of, any agreement in relation to the Group's Capital Stack; 5.1.7 prompt written notice is provided to the Purchaser at any time any undertaking or warranty of the Sellers or the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from Completion.

Seller’s General Obligations. Each The Seller shall use all reasonable endeavours undertakes to procure thatthat from the date of this Agreement until Closing: 5.1.1 the Seller will carry the Business only in the ordinary and usual course and in the manner and scope carried on as at the date of this Agreement, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (Buyer; 5.1.2 the Buyer and its agents will, upon reasonable notice, be allowed access to the clients, employees and premises of the Seller and shall also be allowed access to, and to take copies of, the books and records of the Seller including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, Intellectual Property, tax records, supplier lists and customer lists in the possession or control of the Seller which relate solely to the Business and the Purchased Assets, subject always to the applicable protections of confidentiality set forth in Clause 17 hereof; 5.1.3 such agreement not representatives and advisers as the Buyer requests may be designated to be unreasonably withheld or delayed): 5.1.1 subject work with the Seller with regard to the management and operations of the Business. The Seller will consult with such representatives and advisers with respect to any restrictions imposed on action which may materially affect the Group Companies pursuant Business of the Seller taken as a whole. The Seller will furnish to such representatives and advisers such information as it may reasonably request for this Clause 5 or any other obligations purpose; 5.1.4 the Seller shall take all commercially reasonable efforts consistent with which past practices to maintain the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on present status of its business property and assets (including the Purchased Assets); 5.1.5 the Seller shall take all commercially reasonable efforts consistent with past practices to maintain the validity of its Intellectual Property set out in Schedule 6; 5.1.6 save only as may be necessary to give effect to this Agreement, the Seller shall not commit, voluntarily permit or procure any act or omission which would render any of the Warranties untrue, inaccurate or misleading in any respect upon Closing; 5.1.7 the Seller shall use its commercially reasonable efforts to promptly provide to the Buyer monthly management and operation of Syndicate 1183) in all material respects accounts in the ordinary usual form generated by the Seller; 5.1.8 the Seller shall authorize the Buyer to obtain from the California State Board of Equalization (“State Board of Equalization”) a certificate stating that no taxes, interest or penalties are due with regard to the Seller and usual course shall permit the Buyer to provide the Seller’s details including its name, address, registration or permit number and substantially consistent with its practice in the 12 months prior to Completion, provided that this shall not prohibit any action that is required to be taken in order to effect (in accordance with the terms a description of this Agreement) the transactions contemplated by under this Agreement; 5.1.2 each Group Company shall not make or agree to make any payment other than normal course payments in the ordinary and usual course of business and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, the Company shall not be precluded from notifying its insurers about, and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claims; and (iv) will not settle any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amend, terminate or waive the benefits of or permit the amendment, termination or waiver of, any agreement in relation Agreement to the Group's Capital Stack; 5.1.7 prompt written notice is provided to State of Board of Equalization upon the Purchaser at any time any undertaking or warranty of the Sellers or the Warrantors ceases to be accurate in any material respect (whether or not Buyer’s application for such warranty is required to be reaffirmed at any time after the date of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from Completioncertification.

Seller’s General Obligations. Each Seller shall use all reasonable endeavours ‌ (a) Seller’s general obligation hereunder is to procure thatprovide Buyer with the Project for the Purchase Price, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed): 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on its business (including the management and operation of Syndicate 1183) in all material respects in the ordinary and usual course and substantially consistent with its practice in the 12 months prior to Completion, provided that this shall not prohibit any action that is required to be taken in order to effect (completed in accordance with the terms of this Agreement. (b) the transactions contemplated by The finished Work shall be complete in all respects. The intent of this Agreement; 5.1.2 , the Appendices, Exhibits and the Scope of Work is for Seller to provide to Buyer an engineered solution of first class workmanship in each Group Company and every respect. All hardware shall not make or agree to make any payment other than normal course payments in be manufactured, fabricated, assembled, finished and documented with workmanship of the ordinary highest quality throughout, and usual course all of business its components shall be new and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it suitable for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubtpurposes specified. In addition, the Company solution shall not be precluded from notifying its insurers aboutengineered, implemented, tested and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies documented in accordance with the ordinary course Prudent Industry Practice and shall be suitable for the purpose specified. (c) The Work shall be manufactured and executed in the manner set forth in the Specification or, where not so set forth, to the reasonable satisfaction of business Buyer and Buyer’s Representative and all Work on the Site shall be carried out in accordance with Prudent Industry Practice and such reasonable directions as Buyer or Buyer’s Representative may give. (d) Seller shall, in accordance with the terms and conditions of this Agreement, employ the Contractor and the Subcontractors who in turn shall provide all labor, services, management, supervision, Materials, tools, facilities, utilities, Governmental Approvals, licenses and other aspects of the Work necessary for the design, engineering, construction, startup, testing, commissioning and completion of the Plant including those items specifically required in Appendix B. (e) Seller shall: (i) cause the Contractor and Subcontractors to carry out and complete the Work in accordance with the requirements, duties and obligations imposed on the Contractor and Subcontractors pursuant to Prudent Industry Practice and all applicable Site conditions; (ii) ensure that the Contractor and each and every Subcontractor designs and performs the Work such as to achieve the objective of a Project which complies with the Applicable Law and the other requirements of this Agreement and their respective contracts; (iii) have the resources, experience, qualifications and capabilities as are required to fully perform its previous practice of making such insurance claimsobligations under this Agreement; and (iv) will not settle keep Buyer informed as to the status of deliveries, and if any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially materials or Equipment are not being properly manufactured or fabricated in accordance with all regulatory the requirements (including the Lloyd's Byelaws of contracts and the regulations requirements pursuant to which they were purchased, or do not otherwise conform with such requirements, promptly making Buyer aware thereof and taking necessary corrective action; (v) acquire the Site, the Water Rights, all Governmental Approvals necessary for the development, construction and operation of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amendPlant, terminate or waive and the benefits Emission Reduction Credits in accordance with the Milestones; (vi) cause each of or permit the amendment, termination or waiver of, any agreement in relation conditions precedent to the Group's Capital Stack; 5.1.7 prompt written notice is provided to the Purchaser at any time any undertaking or warranty issuance of the Sellers or Notice to Proceed set forth in Section 17.1 (“Notice To Proceed”) to occur; and (vii) maintain at least one office in the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date State of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from CompletionUtah.

Seller’s General Obligations. Each The Seller shall use all reasonable endeavours undertakes to procure that, pending Completion, subject to Clause 5.5 that from the date of this Agreement until Closing: 5.1.1 the Company will carry on business only in the ordinary and usual course and in the manner and scope carried on as at the date of this Agreement save insofar as agreed in writing by the Purchaser (Buyer; 5.1.2 the Buyer and its agents will, upon reasonable notice, be allowed access to the clients, employees and premises of the Company and shall also be allowed access to, and to take copies of, the books and records of the Company including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, Intellectual Property, tax records, supplier lists and customer lists in the possession or control of the Company, subject always to the applicable protections of confidentiality set forth in Clause 14 hereof; 5.1.3 such agreement not representatives and advisers as the Buyer requests may be designated to be unreasonably withheld or delayed): 5.1.1 subject work with the Seller with regard to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on its business (including the management and operation operations of Syndicate 1183) in all material respects in the ordinary Company. The Seller will consult with such representatives and usual course and substantially consistent advisers with its practice in the 12 months prior respect to Completion, provided that this shall not prohibit any action that is required which may materially affect the business of the Company taken as a whole. The Seller will furnish to be taken in order to effect (in accordance with the terms of such representatives and advisers such information as it may reasonably request for this Agreement) the transactions contemplated by this Agreementpurpose; 5.1.2 each Group 5.1.4 the Company shall not make or agree to make any payment other than normal course payments in the ordinary and usual course of business and take all commercially reasonable efforts consistent with past practicepractices to maintain the present status of its property and assets and the validity of its Intellectual Property; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in 5.1.5 save only as may be necessary to give effect to this Agreement, neither the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, Seller nor the Company shall not be precluded from notifying its insurers aboutcommit, and making such amendments to its directors and officers insurance cover as the directors voluntarily permit or procure any act or omission which would render any of the Company (acting reasonably) may consider prudent Warranties untrue, inaccurate or misleading in any respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claimsupon Closing; and (iv) will not settle any such claim below 5.1.6 the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of the Lloyd's Franchise Board from time use its commercially reasonable efforts to time); 5.1.6 Talbot 2002 shall not amend, terminate or waive the benefits of or permit the amendment, termination or waiver of, any agreement in relation promptly provide to the Group's Capital Stack; 5.1.7 prompt written notice is provided to Buyer monthly management accounts in the Purchaser at any time any undertaking or warranty of the Sellers or the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date of this Agreement); and 5.1.8 to the extent reasonably requested usual form generated by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from CompletionCompany.

Seller’s General Obligations. Each Seller shall use all reasonable endeavours (a) Seller’s general obligation hereunder is to procure thatprovide Buyer with the Project for the Purchase Price, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed): 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on its business (including the management and operation of Syndicate 1183) in all material respects in the ordinary and usual course and substantially consistent with its practice in the 12 months prior to Completion, provided that this shall not prohibit any action that is required to be taken in order to effect (completed in accordance with the terms of this Agreement. (b) the transactions contemplated by The finished Work shall be complete in all respects. The intent of this Agreement; 5.1.2 , the Appendices, Exhibits and the Scope of Work is for Seller to provide to Buyer an engineered solution of first class workmanship in each Group Company and every respect. All hardware shall not make or agree to make any payment other than normal course payments in be manufactured, fabricated, assembled, finished and documented with workmanship of the ordinary highest quality throughout, and usual course all of business its components shall be new and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it suitable for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubtpurposes specified. In addition, the Company solution shall not be precluded from notifying its insurers aboutengineered, implemented, tested and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies documented in accordance with the ordinary course Prudent Industry Practice and shall be suitable for the purpose specified. (c) The Work shall be manufactured and executed in the manner set forth in the Specification or, where not so set forth, to the reasonable satisfaction of business Buyer and Buyer’s Representative and all Work on the Site shall be carried out in accordance with Prudent Industry Practice and such reasonable directions as Buyer or Buyer’s Representative may give. (d) Seller shall, in accordance with the terms and conditions of this Agreement, employ the Contractor and the Subcontractors who in turn shall provide all labor, services, management, supervision, Materials, tools, facilities, utilities, Governmental Approvals, licenses and other aspects of the Work necessary for the design, engineering, construction, startup, testing, commissioning and completion of the Plant including those items specifically required in Appendix B. (e) Seller shall: (i) cause the Contractor and Subcontractors to carry out and complete the Work in accordance with the requirements, duties and obligations imposed on the Contractor and Subcontractors pursuant to Prudent Industry Practice and all applicable Site conditions; (ii) ensure that the Contractor and each and every Subcontractor designs and performs the Work such as to achieve the objective of a Project which complies with the Applicable Law and the other requirements of this Agreement and their respective contracts; (iii) have the resources, experience, qualifications and capabilities as are required to fully perform its previous practice of making such insurance claimsobligations under this Agreement; and (iv) will not settle keep Buyer informed as to the status of deliveries, and if any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially materials or Equipment are not being properly manufactured or fabricated in accordance with all regulatory the requirements (including the Lloyd's Byelaws of contracts and the regulations requirements pursuant to which they were purchased, or do not otherwise conform with such requirements, promptly making Buyer aware thereof and taking necessary corrective action; (v) acquire the Site, the Water Rights, all Governmental Approvals necessary for the development, construction and operation of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amendPlant, terminate or waive and the benefits Emission Reduction Credits in accordance with the Milestones; (vi) cause each of or permit the amendment, termination or waiver of, any agreement in relation conditions precedent to the Group's Capital Stack; 5.1.7 prompt written notice is provided to the Purchaser at any time any undertaking or warranty issuance of the Sellers or Notice to Proceed set forth in Section 17.1 (“Notice To Proceed”) to occur; and (vii) maintain at least one office in the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date State of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from Completion.[Utah].‌

Seller’s General Obligations. Each The Seller shall use all reasonable endeavours undertakes to procure thatthat from the date of this Agreement until Closing: 6.1.1 the Seller will carry on TTR Business only in the ordinary and usual course and in the manner and scope carried on as at the date of this Agreement, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed):Purchaser; 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which 6.1.2 the Purchaser has requested and its agents will, upon reasonable notice, be allowed access to the employees and premises of the Seller and shall also be allowed access to, and to take copies of, the books and records of the Seller, the TTR Business and the Purchased Assets including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, tax records, supplier lists and customer lists in writing that any Group Company comply, each Group Company will carry on its business (including the possession or control of the Seller; 6.1.3 such representatives and advisers as the Purchaser requests may be designated to work with the Seller with regard to the management and operation operations of Syndicate 1183) in all material respects in the ordinary TTR Business. The Seller will consult with such representatives and usual course and substantially consistent advisers with its practice in the 12 months prior respect to Completion, provided that this shall not prohibit any action that is required which may materially affect the TTR Business of the Seller taken as a whole. The Seller will furnish to be taken in order to effect (in accordance with the terms of such representatives and advisers such information as it may reasonably request for this Agreement) the transactions contemplated by this Agreementpurpose; 5.1.2 each Group Company 6.1.4 the Seller shall not make or agree take all reasonable steps to make any payment other than normal course payments in the ordinary preserve its property and usual course of business and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, the Company shall not be precluded from notifying its insurers about, and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claims; and (iv) will not settle any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amend, terminate or waive the benefits of or permit the amendment, termination or waiver of, any agreement assets in relation to the Group's Capital StackTTR Business (including the Purchased Assets) and, shall notify the relevant insurance companies of the interest of the Purchaser in the Insurances and shall procure that with effect from the Closing Date the interest of the Purchaser therein is noted on the relevant Insurance policies; 5.1.7 prompt written notice is provided 6.1.5 the Seller shall promptly provide to the Purchaser at any time any undertaking or warranty of monthly Management Accounts in the Sellers or the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from Completionusual form.

Seller’s General Obligations. Each The Seller shall use all reasonable endeavours undertakes to procure thatthat from the date of this Agreement until Closing: 6.1.1 the Seller will carry on HSR Business only in the ordinary and usual course and in the manner and scope carried on as at the date of this Agreement, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed):Purchaser; 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which 6.1.2 the Purchaser has requested and its agents will, upon reasonable notice, be allowed access to the employees and premises of the Seller and shall also be allowed access to, and to take copies of, the books and records of the Seller, the HSR Business and the Purchased Assets including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, tax records, supplier lists and customer lists in writing that any Group Company comply, each Group Company will carry on its business (including the possession or control of the Seller; 6.1.3 such representatives and advisers as the Purchaser requests may be designated to work with the Seller with regard to the management and operation operations of Syndicate 1183) in all material respects in the ordinary HSR Business. The Seller will consult with such representatives and usual course and substantially consistent advisers with its practice in the 12 months prior respect to Completion, provided that this shall not prohibit any action that is required which may materially affect the HSR Business of the Seller taken as a whole. The Seller will furnish to be taken in order to effect (in accordance with the terms of such representatives and advisers such information as it may reasonably request for this Agreement) the transactions contemplated by this Agreementpurpose; 5.1.2 each Group Company 6.1.4 the Seller shall not make or agree take all reasonable steps to make any payment other than normal course payments in the ordinary preserve its property and usual course of business and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, the Company shall not be precluded from notifying its insurers about, and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claims; and (iv) will not settle any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of the Lloyd's Franchise Board from time to time); 5.1.6 Talbot 2002 shall not amend, terminate or waive the benefits of or permit the amendment, termination or waiver of, any agreement assets in relation to the Group's Capital StackHSR Business (including the Purchased Assets) and, shall notify the relevant insurance companies of the interest of the Purchaser in the Insurances and shall procure that with effect from the Closing Date the interest of the Purchaser therein is noted on the relevant Insurance policies; 5.1.7 prompt written notice is provided 6.1.5 the Seller shall promptly provide to the Purchaser at any time any undertaking or warranty of monthly Management Accounts in the Sellers or the Warrantors ceases to be accurate in any material respect (whether or not such warranty is required to be reaffirmed at any time after the date of this Agreement); and 5.1.8 to the extent reasonably requested by the Purchaser, senior management of the Company cooperate and assist the Purchaser in obtaining waivers and consents from Lloyds TSB of any change of control or other rights arising or resulting from Completionusual form.