Without prejudice to the generality of Clause 5. 1.1, the Seller undertakes that, between the date of this Agreement and Closing, it shall not without the prior written consent of the Purchaser:
(i) enter into, or exercise an option in relation to, or amend, any agreement or incur any commitment relating to the Business which is not capable of being terminated without compensation at any time with three months’ notice or less or which is not in the ordinary course of business or which involves or may involve total annual expenditure in excess of US$50,000;
(ii) acquire, or agree to acquire, any material asset or material stock for use in the Business, or enter into or amend any agreement relating to the Business or incur any commitment to do so, in each case involving consideration, expenditure or liabilities in excess of US$5,000;
(iii) dispose of, or agree to dispose of, any of the Business Assets;
(iv) save as required by law:
(a) make or agree to make any amendment to the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Relevant Employee (other than minor increases in the ordinary and usual course of business which the Seller shall notify to the Purchaser as soon as reasonably possible);
(b) provide or agree to provide any gratuitous payment or benefit to any Relevant Employee or any of his dependants;
(c) terminate or take any steps to terminate (constructively or otherwise) the employment of any Relevant Employee (except in accordance with his or her terms of employment and for gross misconduct);
(d) induce, or attempt to induce, any Relevant Employee to resign their employment in the Business;
(e) induce, or attempt to induce, any Relevant Employee not to enter into any Offer Letter, Employment Transfer Agreement, or any “letter of intent” (as referred to in paragraph 1.4.1 of Schedule 2);
(f) induce, or attempt to induce, any Relevant Employee to breach the terms of any Offer Letter, Employment Transfer Agreement, or any “letter of intent” (as referred to in paragraph 1.4.1 of Schedule 2);
(g) transfer or agree to transfer any Relevant Employee from working in the Business; or
(h) grant any awards and options under any share incentive, share option, profit sharing, bonus or other incentive arrangements to any Relevant Employee other than in accordance with the Seller’s normal practice; or
(v) enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of the Business ...
Without prejudice to the generality of Clause 5. 1, the Manager shall have full power and authority on behalf of the Partnership subject always to any relevant restrictions and provisions of this Agreement and in accordance with the IOGs and with the power to bind the Partnership thereby, and shall be responsible for the portfolio management and risk management relating to the Partnership, and without prior consultation with any of the Limited Partners:
5.2.1.1 to identify, evaluate and negotiate investment opportunities, to prepare and approve investment agreements and to (or to agree to) subscribe, purchase or otherwise acquire, alone or together with other Investments falling within the IOGs and directly or through a Portfolio Vehicle owned by the Partnership or any depositary or custodian of the Partnership or its nominee and to sell, exchange or otherwise dispose of Investments falling within the IOGs for the account of the Partnership (directly or through a Portfolio Vehicle owned by the Partnership or any depositary or custodian of the Partnership or its nominee), and to enter into investment agreements or execute investment agreements on behalf of the Partnership accordingly (in each case, whether personally or through an attorney or other agent) and to give warranties as to the Partnership’s title to any Investment being sold, exchanged or disposed of, provided always that neither the General Partner nor the Manager shall have any power to give warranties or indemnities on behalf of the Partnership in connection with any such acquisition, sale, exchange or other Realisation save as aforesaid other than with Investor Consent;
5.2.1.2 to promote or market the Partnership;
5.2.1.3 to do such things as are required to ensure that the Partnership complies with applicable legal requirements;
5.2.1.4 with Investor Consent, to enter into, or require the Partnership to acquire Investments in a syndicate with and/or to enter into co-investment agreements with other investors who may also be members of the Manager Group, or Associates of members of the Manager Group, providing this arrangement is within the Conflicts Policy;
5.2.1.5 take all action which may be necessary or appropriate (a) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of England and Wales and (b) with respect to each other jurisdiction in which such action is necessary to protect the limited liability of the Limited Partners and to enable the Partnership to conduct business in accordance ...
Without prejudice to the generality of Clause 5. 1.1 and subject to Clause 5.2, the Seller undertakes to procure that, with respect to the Business as carried on by the Vaccines Group, between the date of this Agreement and Closing, no member of the Seller’s Group shall, except as may be required to comply with this Agreement, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), take any of the actions listed in Part 1 of Schedule 20.
Without prejudice to the generality of Clause 5. 1.1 and subject to Clause 5.2, the Sellers undertake to use reasonable endeavours to procure that, during the Interim Period, the Target Companies shall not, except as expressly permitted by this Agreement or as may be required to comply
(i) amend any of the Target Companies articles of association and by- laws (whether by merger, consolidation or otherwise), except as may be required by Peruvian law;
(ii) liquidate, wind-up, recapitalise or reorganise any Target Company in any form of transaction;
(iii) increase the compensation of any of the Target Companies’ officers, or grant any salary or benefits increase to any of the Target Companies’ employees, other than in the ordinary course of business as included in the current annual budget;
(iv) enter into any agreement for, or effecting, the purchase, sale, transfer, license, lease, assignment or other disposition of the Shares or the Mining Rights and Concessions listed in Schedule 10;
(v) grant or constitute an Encumbrance over the Shares or any material asset of any of the Target Companies, other than any mandatory Encumbrances over the assets of any Target Company created by operation of law or in the ordinary course of business;
(vi) enter into any material agreement or incur any material commitment involving any capital expenditure in excess of USD200,000 per item and USD1,000,000 in aggregate, in each case exclusive of VAT, other than in the ordinary course of business as included in the current annual budget;
(vii) enter into or amend, in any material respect, any material agreement or incur any material commitment which is not capable of being terminated without compensation at any time with 9 months’ notice or less and which involves or may involve total annual expenditure in excess of USD200,000, exclusive of VAT, other than in the ordinary course of business as included in the current annual budget;
(viii) acquire, or agree to acquire, any material asset involving consideration, expenditure or liabilities in excess of USD200,000 exclusive of VAT, other than in the ordinary course of business as included in the current annual budget;
(ix) dispose of, or agree to dispose of, any material asset in excess of USD200,000 per item and USD1,000,000, in aggregate, exclusive of VAT, other than in the ordinary course of business as included in the current annual budget;
(x) repay, redeem or repurchase any Target Company’s share capital;
(xi) declare or pay any dividend or other distribution to shareholder...
Without prejudice to the generality of Clause 5. 1.1, the Seller shall, in each case with respect to the Business as carried on by the Vaccines Group only: (i) undertake to procure the satisfaction of its obligations listed in paragraph 1, Part 2 of Schedule 20; and (ii) procure that the Vaccines Group shall, between the date of this Agreement and Closing, comply with the requirements of paragraph 2, Part 2 of Schedule 20.
