Common use of PERIOD BEFORE COMPLETION Clause in Contracts

PERIOD BEFORE COMPLETION. 5.1 Vendors' obligations on signing (a) On the date of this Agreement the Vendors will deliver to the Purchaser: (i) the share certificates for the Sale Shares; (ii) completed transfers of the Sale Shares duly executed by the registered holder of those shares in favour of the Purchaser as transferee; (iii) any consent or consents to the transfers referred to in clause 5.1(a)(ii) contemplated by any pre-emptive rights or provisions in the Articles of Association; (iv) the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets and all books of accounts, ledgers, records, documents and other business papers of any kind of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (cheque, savings or otherwise) with the bank. (b) The Purchaser and the Vendor are to instruct the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇, to hold in escrow pending Completion the documents referred to in paragraphs (a)(i), (ii) and (vi). (c) In the case of the items referred to in clauses 5.1(a)(iv), (v) and (vii), delivery will be made by leaving those items in a safe and appropriate place at the Company's principal office or at any other place as the parties may agree.

PERIOD BEFORE COMPLETION. 5.1 Vendors' obligations The Sellers shall ensure that during the period beginning on signing the Signing Date and ending at Completion, or (aas the case may be) On the date any termination of this Agreement the Vendors will deliver pursuant to the Purchaser: (i) the share certificates for the Sale Shares; (ii) completed transfers of the Sale Shares duly executed by the registered holder of those shares in favour of the Purchaser clause 2.5, 6.9 or 7.12, no Group Company shall take any action such as transferee; (iii) any consent or consents to the transfers is referred to in clause 5.1(a)(ii) contemplated by any preschedule 7. 5.2 The Sellers shall ensure that during the period beginning on the Signing Date and ending at Completion (or, if earlier, termination of this Agreement in accordance with its terms): 5.2.1 the Drag-emptive rights or provisions along Notice referred to in Recital F is sent to all persons required to receive it as soon as reasonably practicable following the Articles of Association; (iv) the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets Signing Date and all books of accounts, ledgers, records, documents and other business papers of any kind of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent is not then withdrawn; 5.2.2 an Option Exercise Notice is issued to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory Seller Optionholder and to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (cheque, savings or otherwise) with the bank. (b) The Purchaser and the Vendor are to instruct the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇, ▇ as soon as reasonably practicable following the Signing Date; 5.2.3 the Scheme Exit Notice is issued to hold all Scheme Optionholders (other than ▇▇▇▇▇ ▇▇▇▇) as soon as reasonably practicable following the Signing Date but in escrow pending Completion any event not before the documents Company's board meeting recording the rectification of the Scheme (as referred to in paragraphs the definition of "Options Documents") has taken place; 5.2.4 (a)(i)promptly after receiving drafts of those letters from the Buyer) the Company shall send letters to employees of the Group Companies granting to those employees (conditional upon Completion) options over Ordinary Shares, the form and content of such letters and the identity of the employees in question being determined by the Buyer (acting reasonably) but having consulted first with the Sellers' Representatives; 5.2.5 the Company notifies the Buyer not less than 6 Business Days before the Completion Date of: (a) its estimate of the Completion Tax Liability (if any) relating to each Affected Seller (the "Estimated Tax Liability") and confirmation of the tax jurisdictions in which each of these liabilities arise; and (b) whether a form EMI1 was validly submitted to HMRC in respect of each EMI Option; and (i) the Sellers and the Buyer shall liaise, acting reasonably and in good faith, with a view to agreeing the amounts of the Estimated Tax Liability for each Affected Seller no later than 3 Business Days before the Completion Date, and if they do so, the Buyer shall withhold an amount equal to the applicable Estimated Tax Liability from the Consideration payable to each Affected Seller and (ii) (in the absence of such agreement by such date) the Sellers may provide the Buyer with a certificate in the form described above, given by the board of the Company confirming that, having given careful consideration to the relevant issues and to the extent appropriate having obtained professional advice, the Company considers that the Estimated Tax Liability provided under (a) above is the best estimate that can reasonably be made of the Completion Tax Liabilities, and if they do so, the Buyer shall withhold an amount equal to the applicable Estimated Tax Liability from the Consideration payable to each Affected Seller and shall procure that the Estimated Tax Liability is paid to the relevant Tax Authority, and (vi)iii) in the absence of an agreement or a certificate, the Buyer may withhold such amount of the Consideration payable to any Affected Seller as is, in the Buyer's reasonable opinion, equal to the Completion Tax Liability relating to the relevant Affected Seller and shall procure that such withholding is paid to the relevant Tax Authority; 5.2.6 the Buyer receives notice of and is allowed to be present as an observer through any duly authorised representative at any meeting of the board of directors of any Group Company held during that period; 5.2.7 the Buyer is promptly given notice of any person who exercises or purports to exercise an Option after the Scheme Exit Notice is issued pursuant to clause 5.2.3, details of any shares in the capital of the Company issued after the Signing Date, and copies of all Options Documents as they become available; 5.2.8 the Buyer and its agents and representatives are: 5.2.8.1 given full access during normal business hours to the books, records, directors, employees of each Group Company and the Properties; 5.2.8.2 (to the extent within the reasonable control of the Sellers) introduced to the suppliers and customers of each Group Company at reasonable times and upon reasonable notice; 5.2.8.3 permitted to make copies of any documents and records of any Group Company; 5.2.8.4 given reasonable prior notice of any press release or other public announcement relating to any Group Company; and 5.2.8.5 promptly provided with any information relating to the business and affairs of each Group Company as any of them may from time to time reasonably require. (c) In 5.3 During the case period beginning on the Signing Date and ending at Completion or upon termination of the items referred to Agreement in clauses 5.1(a)(ivaccordance with its terms (whichever is the earlier), none of the Sellers shall dispose of any interest in or otherwise grant an Encumbrance in respect of any of that Seller's Sellers' Shares or (vif any) Sellers' Option Shares. 5.4 Each Seller shall as soon as reasonably practicable notify the Buyer in writing of any matter which arises or becomes known to that Seller before Completion and (vii)which constitutes a breach of the provisions of this clause 5. Following such notification by a Seller, delivery will be made by leaving those items each Seller shall give the Buyer such information as it may have in a safe and appropriate place at its possession which concerns the Company's principal office or at any other place matter notified as the parties Buyer may agreereasonably require to make a reasonable assessment of such matter.

PERIOD BEFORE COMPLETION. 5.1 Vendors' Except as otherwise agreed in writing with the Purchaser, between the execution of this Agreement and Completion, each Seller shall procure (insofar as it is legally able) that the business of each Group Company is carried on only in the ordinary course consistent with past practice and that each Group Company complies with the obligations on signingset out in Schedule 2 (Conduct of Business prior to Completion). (a) On 5.2 From the date of this Agreement the Vendors will deliver until Completion, to the Purchaserextent permitted by applicable law, the Sellers shall procure that the Purchaser is provided with copies of all information provided to the Company’s shareholders on a monthly basis, including the monthly management pack (including the monthly management accounts) for the Group, prepared in accordance with past practice, as soon as reasonably practicable after such information is available. 5.3 Between the date of this Agreement and the Completion Date, each Seller shall, and shall procure that each relevant member of the Group shall: (ia) to the share certificates for the Sale Shares; (ii) completed transfers extent required, request a calculation of the Sale Shares duly executed by the registered holder of those shares in favour of the Purchaser as transferee; (iii) any consent or consents to the transfers referred to in clause 5.1(a)(ii) contemplated by any preExisting Facilities Pay-emptive rights or provisions in the Articles of Association; (iv) the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets and all books of accounts, ledgers, records, documents and other business papers of any kind of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (cheque, savings or otherwise) with the bank.Off Amount; (b) The Purchaser use reasonable endeavours to seek to agree with the Majority Lenders (as defined in the Existing Facilities Agreement) a notice period that is as short as possible (but not less than five Business Days) in respect of the voluntary prepayment and/or cancellation of the Existing Facilities at Completion (if applicable, such reduced notice period being the “Reduced Notice Period”); (c) serve the Facility Agent under the Existing Facilities with a voluntary prepayment and/or cancellation notice in accordance with the terms of the Existing Facilities Agreement to enable the voluntary prepayment and/or cancellation of the Existing Facilities at Completion pursuant to Clause 6.3 and the Vendor are release at Completion of all security and guarantees related to instruct the Existing Facilities pursuant to the Deed of Release; and (d) obtain all information needed in respect of the execution of the Deed of Release, consult with the Purchaser with respect to the form and substance of the Deed of Release (including, for the avoidance of doubt, by sharing with the Purchaser within a reasonable period of time before Completion any draft of the Deed of Release) and take into account the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇’s reasonable comments on any such draft. 5.4 Clause 5.1 shall not operate so as to prevent or restrict any of the following on or prior to Completion: (a) any matter required by law or by regulation binding on any Seller or any member of the Group; (b) any matter or transaction Disclosed in the Disclosure Letter or the Disclosure Documents (as defined in the Management Warranty Deed); (c) the implementation of any transaction or the taking of any action expressly permitted or provided for by any Transaction Document; (d) the execution of an obligation existing at the date of this Agreement, to hold the extent disclosed to the Purchaser on or before the date of this Agreement; and/or (e) any matter which is reasonably undertaken by any Group Company in escrow pending Completion response to a genuine emergency or disaster situation (including a genuine emergency or disaster situation arising in response to COVID-19 and/or any COVID-19 Circumstances) with the documents referred intention of minimising any adverse effect thereof in relation to the Group. 5.5 The Sellers shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in paragraphs (a)(i)this Clause 5.4, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request in connection therewith and (vi)iii) use reasonable endeavours to consult with the Purchaser in respect of any such action, to the extent reasonably practicable in the circumstances. Any failure on the part of any Seller to comply with the provisions of this Clause 5.5 shall not result in any Seller losing the benefit of Clause 5.4, without prejudice to the Purchaser’s ability to make a claim in respect of any breach of this Clause 5.5. 5.6 The Sellers shall procure that, between the date of this Agreement and the date that is as soon as is reasonably practicable prior to Completion, the Company shall, to the extent permitted by applicable law, distribute to the Sellers an aggregate amount in cash to be determined in good faith by the Institutional Seller and the Management Sellers’ Representative (c) In with a view to minimising to the case extent practicable the Cash held by or on behalf of the items referred Group Companies as at the Effective Time to in clauses 5.1(a)(ivthe amount reasonably considered to be required by the Group Companies for their ongoing operations (including taking into account the amounts of customer deposits retained by the Group Companies)), and the Institutional Seller and the Management Sellers’ Representative shall consult in good faith with the Purchaser in respect of the amount reasonably considered to be required by the Group Companies for their ongoing operations (v) and (viiincluding taking into account the amounts of customer deposits retained by the Group Companies). The Sellers shall procure that the Group Companies shall, delivery will be made to the extent permitted by leaving those items in a safe and appropriate place at applicable law, make such distributions as are necessary to enable the Company's principal office or at any other place as the parties may agreeCompany to effect such distributions.

PERIOD BEFORE COMPLETION. 5.1 Vendors' obligations The Seller shall ensure that during the period beginning on signingthe signing of this Agreement and ending at Completion: (a) On the date Company shall not, without the prior consent of this Agreement the Vendors will deliver Buyer (not to be unreasonably withheld, delayed or conditioned), take any action set out in Schedule 2; (b) to the Purchaserextent permitted under Competition Law and the German Investment Screening Laws, and in all cases in compliance with applicable data protection laws, the Buyer receives advance notice of and is allowed to be present as an observer, through any duly authorised representative, at any meeting of the board of directors of the Company held during that period, if any; and (c) to the extent permitted under Competition Law and the German Investment Screening Laws, and in all cases in compliance with applicable data protection laws, the Buyer and its agents and representatives are: (i) given reasonable access during normal business hours to the share certificates key employees of the Company, including [***], and to the Properties upon reasonable prior written notice and accompanied by a representative of the Seller; (ii) with the prior consent of the Seller (not to be unreasonably withheld delayed or conditioned) introduced to the suppliers and customers/clients of the Company; (iii) subject to clause 22, given reasonable prior notice of any press release or other public announcement relating to the Company; and (iv) it shall, and shall procure that the Company shall keep the Buyer fully and promptly informed in writing of the material progress, including all material developments, of the Transfer Pricing Audits and external costs and expenses incurred or payable in connection with such Transfer Pricing Audits and promptly provide copies of any material written correspondence that the Company receives or provides to the relevant Tax Authority in connection with the Transfer Pricing Audits (including, for the avoidance of doubt, any Final Determination), provided that where such correspondence contains confidential information of the Seller or the Seller’s Group (other than the Company), such confidential information shall first be redacted and copies of such redacted correspondence shall then be provided to the Buyer; and (v) provided with reasonable additional information relating to the business and affairs of the Company as the Buyer may from time to time reasonably request. 5.2 During the period beginning on the signing of this Agreement and ending at Completion, the Seller shall not dispose of any interest in or otherwise grant an Encumbrance in respect of any of the Sale Shares; (ii) completed transfers . 9515941 v1 5.3 The Seller shall promptly notify the Buyer in writing of any matter which becomes known to it before Completion and which constitutes, a breach of the Sale Shares duly executed by the registered holder previous provisions of those shares in favour this clause, a breach of the Purchaser as transferee; (iii) any consent or consents to the transfers referred to in clause 5.1(a)(ii) contemplated by any pre-emptive rights or provisions in the Articles of Association; (iv) the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets and all books of accounts, ledgers, records, documents and other business papers of any kind of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (chequeWarranties, savings may give rise to a Tax Claim or otherwise) with the banka Material Adverse Change. (b) 5.4 The Purchaser Seller shall, on the 7th Business Day before the Completion Date, notify the Buyer of the Estimated Completion Cash, the Estimated Completion Debt, the Estimated Working Capital and the Vendor are to instruct the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇, to hold in escrow pending Completion the documents referred to in paragraphs (a)(i), (ii) and (vi)Estimated Shareholder Loan. (c) In 5.5 Any notice given under clause 5.4 shall be given in good faith, as soon as reasonably practicable after 5.30p.m. on the case relevant date and shall be accompanied by a breakdown of the items referred comprised within each estimate (including in relation to in clauses 5.1(a)(iv)the Estimated Completion Debt, (vthe information relating to Borrowings) and any relevant supporting documentation. The Seller shall provide (vii), delivery will be made by leaving and shall ensure that the Company provides) any information in relation to those items in a safe and appropriate place at the Company's principal office or at any other place estimates as the parties Buyer may agreefrom time to time reasonably require.

PERIOD BEFORE COMPLETION. 5.1 Vendors' obligations 7.1 The Obligors shall, during the period beginning on signing (a) On the date of this Agreement the Vendors will deliver and ending at Completion and to the Purchaserextent compliant with applicable laws: 7.1.1 comply with their obligations in Part 2 of Schedule 3; 7.1.2 ensure that the Buyer receives notice of, and is allowed to be present as an observer through its duly authorised representative at, any meeting of the board of directors of any Group Company held during that period; and 7.1.3 ensure that the Buyer and its agents and representatives are: (a) given full access (on reasonable notice, during Business Hours and subject to reasonable monitoring or supervision) to the books, records, directors and employees of each Group Company and to the Properties; (b) introduced to the suppliers and customers of each Group Company; (c) permitted to make copies of any documents and records of any Group Company; (d) given reasonable prior notice of any press release or other public announcement relating to any Group Company; and (e) promptly provided with any information relating to the business and affairs of each Group Company as any of them may from time to time reasonably require. 7.2 During the period beginning on the date of this Agreement and ending at Completion: 7.2.1 no Shareholder shall dispose of any interest in or grant or permit to subsist any Encumbrance in respect of any of their Relevant Shares; and 7.2.2 no Loan Note Holder shall dispose of any interest in or grant or permit to subsist any Encumbrance in respect of any of their Relevant Loan Notes. 7.3 Each Obligor shall promptly notify the Buyer of any matter which becomes known to that Obligor before Completion and that constitutes, or might reasonably be expected (either immediately or after the lapse of time) to constitute, a breach of clause 7.1 or clause 7.2, a breach of any of the Warranties given as at the date of this Agreement, a breach of any of the Warranties when given as at Completion, or a material adverse change in the financial or trading position, operations or prospects of any Group Company. The Obligors shall make such investigations and give the Buyer such information concerning each matter notified as the Buyer may from time to time reasonably require. 7.4 The Warrantors undertake to the Buyer to use reasonable endeavours to obtain: (i) the share certificates for prior written consent of Zopa Embedded Finance Limited / Zopa Bank Limited in respect of the Sale SharesTransaction; and (ii) completed transfers a waiver from Zopa Embedded Finance Limited or Zopa Bank Limited in respect of its termination rights for change of control prior to Completion and to provide evidence of such written consent and/or waiver to the Buyer as soon as reasonably practicable after receipt of the Sale Shares duly executed by the registered holder of those shares in favour of the Purchaser as transferee; (iii) any consent or consents to the transfers referred to in clause 5.1(a)(ii) contemplated by any pre-emptive rights or provisions in the Articles of Association; (iv) the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets and all books of accounts, ledgers, records, documents and other business papers of any kind of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company that have been appointed as nominees of the Vendors; B. the secretary of the Company that have been appointed as nominees of the Vendors; and C. if so requested by the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (cheque, savings or otherwise) with the banksame. (b) The Purchaser and the Vendor are to instruct the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇, to hold in escrow pending Completion the documents referred to in paragraphs (a)(i), (ii) and (vi). (c) In the case of the items referred to in clauses 5.1(a)(iv), (v) and (vii), delivery will be made by leaving those items in a safe and appropriate place at the Company's principal office or at any other place as the parties may agree.

PERIOD BEFORE COMPLETION. 5.1 Vendors' obligations on signing (a) On Subject to Clause 5.3, the Vendors undertake to and covenant with the Purchaser that they will comply with the provisions of Part 1 of Schedule 7 between the date of this Agreement and Completion. 5.2 Subject to Clause 5.3, the Managers undertake to and covenant with the Purchaser that they will comply (to the extent they are able to do so) with the provisions of Part 2 of Schedule 7 between the date of this Agreement and Completion. 5.3 Clause 5.2 shall not operate so as to restrict or prevent: 5.3.1 the incurring of any capital expenditure or capital commitment of less than £100,000 per individual project subject always to such expenditure and commitments not exceeding £500,000; 5.3.2 any action taken or to be taken by any member of the Target Group which is required by law, regulation or court process; 5.3.3 any matter reasonably undertaken by the Company or any of the Subsidiaries in an emergency or disaster situation with the intention of minimising any adverse effect of such situation (and the Vendors will deliver in any event promptly notify the Purchaser of such situation); or 5.3.4 the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by the Company or any of the Subsidiaries prior to the Purchaser:date of this Agreement and contained in the Data Room. (i) 5.4 On each Monday during the share certificates for period between the Sale Shares; (ii) completed transfers date of the Sale Shares duly executed by the registered holder of those shares in favour this Agreement and Completion, officers of the Purchaser as transferee; shall (iii) any consent or consents upon giving reasonable prior written notice to the transfers referred Vendors) be entitled to participate in clause 5.1(a)(ii) contemplated by any pre-emptive rights or provisions a weekly conference call with the officers of the Company in order to discuss the matters set out in the Articles of Association; conference call agenda in the Agreed Form marked “F”. 5.5 The Vendors shall procure (iv) to the common seal, certificate of incorporation, asset register, all other registers, Company credit cards, management accounts, budgets and all books of accounts, ledgers, records, documents and other business papers of any kind extent that they are able in their respective capacities as shareholders of the Company; (v) all keys to business premises owned or leased by the Company; (vi) written Company and duly executed resignations with effect from the Completion Date from: A. the directors of the Company and the Subsidiaries) that have been appointed as nominees the officers and employees of each member of the Vendors; B. Target Group shall, between the secretary date of this Agreement and Completion, comply with the Purchaser’s reasonable requests in respect of access during normal working hours to the Properties and to all the books and records (including electronic records) of the Company that have been appointed as nominees and of each of the Vendors; and C. if so requested by Subsidiaries (including the Purchaser, the Auditors; (vii) all cheque books of the Company; (viii) a list of all bank accounts maintained by the Company; (ix) a consent right to the appointment of J▇▇▇ ▇▇▇▇▇▇▇ as a signatory to the Company's accounts (cheque, savings or otherwise) with the bank; and (x) a written direction to the Company's bankers that with effect from the date of the direction, the Vendors are not to be signatories to any of the Company's accounts (cheque, savings or otherwise) with the bank. (b) The Purchaser and the Vendor are to instruct the Purchaser's solicitors, C▇▇▇▇▇▇ ▇▇▇, to hold in escrow pending Completion the documents referred to in paragraphs (a)(i), (iitake copies) and (vi). (c) In supply the case of Purchaser and/or its professional advisers with such information concerning the items referred to in clauses 5.1(a)(iv), (v) and (vii), delivery will be made by leaving those items in a safe and appropriate place at the Company's principal office or at any other place Target Group as the parties Purchaser or its professional advisers may agreereasonably require.