Common use of Interim Management Clause in Contracts

Interim Management. 7.1 Except as otherwise provided in other provisions of this Agreement, or otherwise previously agreed upon in writing by the Buyer, during the period from the date of this Agreement to the Closing Date (the “Interim Period”), the Sellers shall procure that the Business of the Company and of the Company’s Subsidiary is properly conducted in its normal and ordinary course, consistently with past practice, without entering into any agreement, or incurring any obligation, liability or indebtedness or taking any other action which may exceed the normal and ordinary course of business, or cause any of the representations or warranties of the Sellers contained in this Agreement to become untrue or incorrect. The Sellers shall promptly give notice to the Buyer if an event or circumstance has occurred which may cause a Material Adverse Effect. In particular, but without limitation, except as provided under Paragraphs 7.3 and 7.4 below, the Sellers shall not, and depending on the context, shall cause the Company and the Company’s Subsidiary not to: (i) make any paid or free increase of corporate capital or reduction of corporate capital, issue or agree to issue or allot any share capital or grant any option or right to subscribe for any share capital; (ii) sell, transfer, pledge, mortgage, encumber, lease, submit to any Lien or otherwise dispose of any material intangible assets, or fixed tangible assets having a value in excess of Euro 50,000.00 (fifty thousand); (iii) make material variations to the number of employees, hire additional executives or fire existing executives, change the type of employment contract granted to existing employees including, without limitation, turn apprentices or temporary workers into permanent employees (except in the event the Company permanently hires such workers upon natural expiration of their current employment agreement), entering into, substantially amend or terminate any agreement with local unions, or increase the rate of compensation payable or to become payable to any of them, other than increases: (a) made to employees generally in accordance with normal past practice and in the ordinary course of business, or (b) mandated by law or national collective bargaining agreements; (iv) waive any rights or settle any claims having a value in excess of Euro 50,000.00 fifty thousand); (v) make any single capital expenditure exceeding Euro 50,000.00 (fifty thousand); (vi) acquire or dispose, in any form, of any real properties or any participations in the equity of other companies or acquire, dispose of, or lease (as lessor or lessee) any business or segment of a business; (vii) enter into or terminate any: (1) agreement (other than contracts entered into with public utilities and contracts for the purchase of raw materials or semi-finished products or plates for offset printers and/or for the sale of the Company’s products and services to the extent that each such purchase and sale contracts are entered into in the regular course of business and in accordance with the Company’s past commercial practice) involving payments by the Company exceeding Euro 50,000.00 (fifty thousand) in the aggregate or having a duration in excess of 12 (twelve) months or for an indefinite period of time without express cancellation rights or requiring a prior written notice of cancellation in excess of 3 (three) months; (2) guarantee for the obligations of third parties; or (3) agreement with any Related Parties of the Company or the Company’s Subsidiary, or with any of the Sellers , their directors and officers and their Related Parties, or make any amendments to any agreement between the Company or the Company’s Subsidiary and such parties; (viii) except as permitted hereunder, incur any new financial indebtedness (including new working capital or revolving facilities and factoring advances or finance leases), or grant or repay any loan or any other financing, including any shareholder financing pursuant to article 2497 quinquies of the Code by the Company and/or the Company’s Subsidiary in favour of the Sellers, their Affiliates or Related Parties; (ix) except as permitted by this Agreement, change their constitutional documents, business purpose or approve or make any stock offering or other change in their capital structure, or declare or pay any dividend, or purchase or otherwise acquire any interest in their own equity or adopt other resolutions on matters mentioned in Article 2479, paragraph 1, number 4) and 5) of the Code; (x) change their accounting methods, principles or practices (including, without limitation, any changes in depreciation or amortization policies or rates or any changes in any assumptions underlying any method of calculating reserves); (xi) modify the current administrative management practices concerning sales or supplies, commercial receivables or payables, and inventory items to such extent as it may have a Material Adverse Effect; (xii) incorporate any type of corporate entity, acquire a minority or majority interest in any corporate entity or acquire, through any procedure whatsoever, subsidiaries in addition to the Company’s Subsidiary; (xiii) license any of the current intellectual property right of the Company; or (xiv) agree to do any of the foregoing. 7.2 If, during the Interim Period, the Sellers intend to cause the Company to take any of the actions referred to in Paragraph 7.1 which are not otherwise expressly permitted or approved by other provisions of, or any Annex to, this Agreement, the Sellers’ Representative shall notify in writing the Buyer such action. Any action notified to the Buyer by the Sellers’ Representative in respect of which the Buyer does not express its dissent in writing, within and no later than 5 (five) Business Days from the date of receipt of the relevant written notification, shall be deemed to have been approved by the Buyer. 7.3 The Buyer acknowledges that the actions and transactions described in Annex 7.3 have been commenced prior to the date of this Agreement or are planned to be commenced during the Interim Period and agrees that such actions and transactions will not constitute a breach of Paragraph 7.1. 7.4 Anything in this Agreement to the contrary notwithstanding, the Company is entitled to: (a) take any action as necessary or expedient to perform the transactions listed under the Permitted Leakages; (b) make any capital expenditure and carry out any action (including hiring of new employees) which is provided for in the budget for the financial year 2014 attached hereto as Annex 7.4(b) (the “2014 Budget”); (c) take all actions and/or do such other things as, in its reasonable judgment, may be necessary or appropriate to: (i) comply with any applicable law or any order of any competent public or judicial authority or existing contracts or other obligations; (ii) protect the safety and security of any person and/or the environment if required by applicable law; (iii) carry out the transactions referred to in Annex 7.3, or comply with the agreements constituting or relating to such transactions (as applicable); (iv) manage, settle or compromise any of the matters in respect of which the Sellers have agreed to indemnify the Buyer pursuant to this Agreement; and/or (v) comply with this Agreement and perform any transaction contemplated herein. 7.5 Subject to Paragraph 7.6, the Sellers shall indemnify the Company or the Company’s Subsidiary, on a Euro-per-Euro basis, in respect of any and all Losses incurred or suffered by the Company as a consequence of the breach by the Company or the Company’s Subsidiary of the provisions of Article 7, it being understood that none of the exclusions and limitations set forth in Paragraph 12.2 below shall apply to the Sellers’ indemnification obligations under this Article 7. 7.6 The liability of the Sellers pursuant to Article 7 shall terminate on October 31, 2014, unless prior to that date the Buyer has notified (in writing by registered return receipt mail) the Sellers’ Representative of a breach by the latter of the undertakings set out in Article 7, in which case, in relation to the breaches so notified, the Sellers shall remain liable until the relevant claims have been satisfied, settled or withdrawn.