Common use of CONDUCT OF BUSINESS BEFORE COMPLETION Clause in Contracts

CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to clause 5.2, the Seller shall procure that between the date of this Agreement and Completion: 5.1.1 SCCL and UK OpCo shall, unless it has obtained the prior consent of the Purchaser to do otherwise (such consent not to be unreasonably withheld or delayed), comply with Part I of Schedule 5; 5.1.2 to the extent applicable thereto, (i) no member of the Sale Group knowingly or intentionally acts or omits to act where such act or omission would result in its being in material breach of any BP Agreement and (ii) each member of the Sale Group uses its reasonable endeavours to comply with its respective obligations under each of the BP Agreements to which it is a party. 5.2 Clause 5.1 shall not operate so as to restrict or prevent: 5.2.1 the entering into of any contract or commitment in the ordinary course of business and consistent with the relevant Sale Group member’s usual practices, which contract or commitment is terminable in accordance with its terms by written notice of six months or less and which is not material in relation to the Sale Group; 5.2.2 any matter reasonably undertaken by any member of the Sale Group in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser will be promptly notified); 5.2.3 the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by any member of the Sale Group prior to the date of this Agreement provided such contract or arrangement has been disclosed to the Purchaser in the Data Room, or if the Seller is aware that such contract or arrangement is not so disclosed, such contract or arrangement is brought to the attention of the Purchaser and, where practicable, the Seller consults with the Purchaser in respect of the obligations to be performed pursuant to such contract or arrangement; 5.2.4 the payment of any principal, interest and other amounts due and payable by SCCL in accordance with the terms of the Luxco Loan Agreement, this Agreement or as required or contemplated by any contractual loan or financing arrangement to which SCCL or any of SCCL’s Affiliates is a party, in each case without prejudice to the Warranty set out in paragraph 5.6 of Schedule 2; 5.2.5 any matter required to be undertaken to comply with this Agreement; or 5.2.6 any matter undertaken at the written request of the Purchaser. 5.3 The Seller shall use its reasonable efforts to provide, and shall procure that the Sale Group members provide, the Purchaser and the Purchaser’s Auditors with such information concerning each of the Sale Group members as the Purchaser and the Purchaser’s Auditors shall reasonably require and allow the Purchaser and the Purchaser’s Auditors, and shall procure that each Sale Group members allows the Purchaser and the Purchaser’s Auditors, reasonable access during business hours (and upon reasonable notice) to each member of the Sale Group and its books and records, its employees and advisers, except for work product of, or privileged communications with, legal counsel, in each case insofar as is reasonably required for the analysis and verification of the net asset position of each of the Sale Group members; provided that access pursuant to this clause 5.3 and the exercise by the Purchaser of its rights under this clause 5.3 shall not interfere with the Seller’s or any member of the Sale Group’s Business operations or breach the terms of any confidentiality undertakings binding upon it. 5.4 As soon as reasonably practicable after the date on which it gives the NWC Completion Statement, the Seller will deliver a copy of the Supplemental Letter (duly executed by or on behalf of each of the Seller Parties) to the Purchaser.

CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to applicable law and to sub-clause 5.2, the each Seller shall procure that that, between the date of this Agreement the Signing Protocol and Completion: 5.1.1 SCCL , no member of its Target Group will undertake, and UK OpCo shalleach Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, unless it has obtained any act which is outside the ordinary course of the business of such Target Group member as carried on at the date of the Signing Protocol without the prior written consent of the Purchaser to do otherwise other Seller (such consent not to be unreasonably withheld or delayed), comply with Part I which consent states that it is being given for the purposes of Schedule this sub-clause 5;. 5.1.2 to the extent applicable thereto1. In particular, (i) each Seller shall procure that no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the Sale Group knowingly or intentionally date of the Signing Protocol, any of the acts or omits to act where such act or omission would result matters listed in its being in material breach Schedule 5 (Conduct of any BP Agreement and (iibusiness before Completion) each member without the prior written consent of the Sale Group uses its reasonable endeavours other Seller identified as being for the purposes of this sub-clause 5.1 (such consent not to comply with its respective obligations under each of the BP Agreements to which it is a partybe unreasonably withheld or delayed). 5.2 Clause Sub-clause 5.1 shall not operate so as to restrict or prevent: 5.2.1 (A) the entering into Liberty Global Pre-Completion Reorganisation; (B) the Vodafone Pre-Completion Reorganisation; (C) any action taken by Vodafone or any member of its Retained Group in connection with the KPN Litigation or any distribution to its Retained Group of any contract payment, or commitment in damages made or awarded pursuant to any judgement, award or settlement of the ordinary course of business and consistent with the relevant Sale Group member’s usual practices, which contract or commitment is terminable in accordance with its terms by written notice of six months or less and which is not material in relation to the Sale GroupKPN Litigation; 5.2.2 (D) any action taken by Vodafone or any member of its Retained Group in connection with any matter listed in sub-clauses 10.17 and 10.18 or by Liberty Global or any member of its Retained Group in connection with any matter listed in sub-clause 10.16; (E) any matter reasonably undertaken by any member of the Sale a Target Group or a Retained Group in the case of an emergency or disaster situation or other serious incident or circumstance with the intention of minimising any adverse effect thereof on the relevant Target Group (and of which the other Seller and the Purchaser will be promptly notified); 5.2.3 the completion or performance of (F) any obligations undertaken pursuant to any contract or arrangement entered into by any member of the Sale Group prior matter to the date of this Agreement extent that it is expressly provided such contract or arrangement has been disclosed to the Purchaser for (i) in the Data Room, or if the Seller is aware that such contract or arrangement is not so disclosed, such contract or arrangement is brought to the attention case of the Purchaser and, where practicable, the Seller consults with the Purchaser in respect of the obligations to be performed pursuant to such contract or arrangement; 5.2.4 the payment of any principal, interest and other amounts due and payable by SCCL in accordance with the terms of the Luxco Loan Agreement, this Agreement or as required or contemplated by any contractual loan or financing arrangement to which SCCL or any of SCCL’s Affiliates is a partyLiberty Global, in each case without prejudice to the Warranty set out in paragraph 5.6 of Schedule 2; 5.2.5 any matter required to be undertaken to comply with this Agreement; or 5.2.6 any matter undertaken at the written request of the Purchaserdocument entitled “16. 5.3 The Seller shall use its reasonable efforts to provide, and shall procure that the Sale Group members provide, the Purchaser and the Purchaser’s Auditors with such information concerning each of the Sale Group members as the Purchaser and the Purchaser’s Auditors shall reasonably require and allow the Purchaser and the Purchaser’s Auditors, and shall procure that each Sale Group members allows the Purchaser and the Purchaser’s Auditors, reasonable access during business hours (and upon reasonable notice) to each member of the Sale Group and its books and records, its employees and advisers, except for work product of, or privileged communications with, legal counsel, in each case insofar as is reasonably required for the analysis and verification of the net asset position of each of the Sale Group members; provided that access pursuant to this clause 5.3 and the exercise by the Purchaser of its rights under this clause 5.3 shall not interfere with the Seller’s or any member of the Sale Group’s Business operations or breach the terms of any confidentiality undertakings binding upon it. 5.4 As soon as reasonably practicable after the date on which it gives the NWC Completion Statement, the Seller will deliver a copy of the Supplemental Letter (duly executed by or on behalf of each of the Seller Parties) to the Purchaser.

CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 4.1 Subject to clause 5.2Clause 4.2, the Seller shall procure that between during the period from the date of this Agreement and to Completion: 5.1.1 SCCL (a) the Group Companies shall continue to carry on business in the normal course in compliance with all Laws applicable to them and UK OpCo shall, unless it has obtained in substantially the prior consent same manner as their businesses have been carried on before the date of this Agreement; (b) the Group Companies shall pay all premiums due on each insurance policy of the Purchaser to do otherwise Group Companies in effect as of the date of this Agreement; and (such consent not to be unreasonably withheld or delayed), comply with Part I of Schedule 5; 5.1.2 to the extent applicable thereto, (ic) no member Group Company shall undertake any of the Sale Group knowingly or intentionally acts or omits to act where such act or omission would result in its being in material breach of any BP Agreement and (ii) each member of the Sale Group uses its reasonable endeavours to comply with its respective obligations under each of the BP Agreements to which it is a partyRestricted Actions. 5.2 4.2 Clause 5.1 4.1 shall not operate so as to restrict or prevent: 5.2.1 (a) any matter undertaken at the entering into written request of any contract the Purchaser or commitment in the ordinary course of business and consistent with the relevant Sale Group member’s usual practices, which contract or commitment is terminable in accordance with its terms by prior written notice of six months approval (such approval not to be unreasonably withheld or less and which is not material in relation to the Sale Groupdelayed); 5.2.2 (b) any matter reasonably undertaken by any member of the Sale Group Company in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which thereof; provided, however, that the Seller shall provide prompt written notice to the Purchaser will be promptly notified)of any matter so undertaken; 5.2.3 (c) the completion or performance of any obligations required to be undertaken pursuant to any contract or arrangement Contract entered into by any member of the Sale Group Company prior to the date of this Agreement provided such contract Agreement; (d) any act or arrangement has been disclosed conduct which any Group Company is required to take, or omit to take, as a result of, or in order to comply with, any applicable Law; (e) the entering into in the ordinary course of business of any Contract that is consistent with past practice (but not so as to breach paragraph (n) of Schedule 8); (f) any scheduled increases in salaries or wages or, to the Purchaser extent described in Section 4.2(f) of the Disclosure Letter, bonus payments occurring in the Data Room, or if the Seller is aware that such contract or arrangement is not so disclosed, such contract or arrangement is brought ordinary course of business consistent with past practice with respect to the attention any category of employees of any member of the Purchaser and, where practicable, the Seller consults Group; (g) any matters undertaken in order to comply with the Purchaser in respect requirements of the obligations to be performed pursuant to such contract or arrangementany Governmental Authority; 5.2.4 the payment of (h) any principal, interest and other amounts due and payable by SCCL matter contemplated in accordance with the terms of the Luxco Loan Agreement, this Agreement or as required or contemplated by any contractual loan or financing arrangement to which SCCL or any of SCCL’s Affiliates is a party, in each case without prejudice to the Warranty set out in paragraph 5.6 of Schedule 2; 5.2.5 any matter required to be undertaken to comply with this Agreementanother Transaction Document; or 5.2.6 (i) any matter undertaken at the written request transaction forming part of the PurchaserPre Sale Reorganisation undertaken as described in the PWC Memo. 5.3 4.3 The Seller shall use its reasonable efforts to provide, and shall procure that the Pre Sale Reorganisation (other than those actions described in Clauses 20.1, 20.2 and 20.3 of this Agreement) is completed, including the transfer of the Sale Shares by Norit International N.V. to the Seller, prior to Completion. 4.4 For the calculation of Group members provideEBITDA for the purpose of Clause 3.1(e): (a) for the months of January and February 2011, the Group EBITDA shall be the Group EBITDA set out in the Management Accounts (as defined in paragraph 3.1 of Schedule 7) (prepared using IFRS) contained in folders 2.2.10.1.1 and 2. 2.10.2.1 of the Data Room; (b) for each of the months of March and April 2011, the Company shall prepare and send to the Seller and the Purchaser by no later than the 20th day of the next following month management accounts for that month in the form of the Management Accounts which shall be prepared on a consistent basis as the January 2011/February 2011 monthly management accounts (using IFRS) and Group EBITDA shall, in the absence of manifest error, be the Group EBITDA as shown by those accounts provided always that should Completion be scheduled for a date when the April 2011 monthly management accounts have not been delivered to the Purchaser as set out above, the provisions of sub-clause (c) below shall apply as if the reference to May 2011 monthly management accounts was extended to cover the April 2011 and May 2011 monthly management accounts; and (c) for the month of May 2011, the Company shall by no later than 3 May 2011 produce and send to the Purchaser and the PurchaserSeller the Company’s Auditors best estimate of Group EBITDA for May 2011 approved by its board, acting in good faith (but with such information concerning each no personal liability in the absence of fraud or wilfully approving a document known to be inaccurate); and Group EBIDTA shall be the aggregate of the Sale Group members as amounts shown in the Purchaser and the Purchaser’s Auditors shall reasonably require and allow the Purchaser and the Purchaser’s Auditors, and shall procure that each Sale Group members allows the Purchaser and the Purchaser’s Auditors, reasonable access during business hours (and upon reasonable noticedocuments produced in accordance with Clause 4.4(a) to each member 4.4(c). For the avoidance of doubt the management accounts prepared and to be prepared have the normal status of management accounts and no period end adjustments have been made. 4.5 In respect of the Sale Group Transaction contemplated by this Agreement, the Parties shall comply with the Social and its books and records, its employees and advisers, except for work product of, or privileged communications with, legal counsel, in each case insofar as is reasonably required Economic Council Merger Regulation for the analysis and verification protection of the net asset position of each of the Sale Group members; provided that access pursuant to this clause 5.3 and the exercise by the Purchaser of its rights under this clause 5.3 shall not interfere with the Seller’s or any member of the Sale Group’s Business operations or breach the terms of any confidentiality undertakings binding upon itemployees (SER-Besluit Fusiegedragsregels 2000 ter bescherming ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇). 5.4 As soon as reasonably practicable after the date on which it gives the NWC Completion Statement, the Seller will deliver a copy of the Supplemental Letter (duly executed by or on behalf of each of the Seller Parties) to the Purchaser.