PRE-COMPLETION. 5.1 The provisions of Schedule 5 shall apply. 5.2 Nothing in this clause 5 or Schedule 5 shall operate so as to restrict or prevent the following (of which the Buyer will be notified as soon as reasonably practicable so far as it is lawful for the Seller to do so and would not cause any Group Company to breach any contract, law or regulation): (a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of minimising any adverse effect thereof; (b) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement (including the Reinsurance Contracts), provided that any such contract or arrangement has been disclosed to the Buyer prior to the date of this Agreement; (c) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Seller or the relevant Group Company) in order to ensure continued compliance with Applicable Laws (including any Applicable Laws relating to prudential matters); (d) committing to any Regulatory Authority to carry out any act or undertake any matter requested or required by it and the carrying out of any act resulting from such commitment, provided that before any such commitment or undertaking is given, the Buyer is notified of the matter and if reasonably practicable afforded an opportunity to participate in relevant communications with the Regulatory Authority (unless the Regulatory Authority does not permit such notification or participation); (e) the performance of any obligation under any Share Purchase Documents; (f) any matter undertaken at the written request of the Buyer; or (g) the making by a Group Company of any payment of Taxation to a Tax Authority. 5.3 Without prejudice to the generality of this clause 5, prior to Completion the Seller shall, and shall use all its commercially reasonable endeavours to procure that the Group Companies shall, subject to Applicable Laws and any obligations they may have under existing agreements with third parties, allow the Buyer and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records, and documents and reasonable access to individuals of or relating in whole or in part to the Group, provided that the obligations of the Seller under this clause shall not extend to allowing access to information which is: (a) reasonably regarded by the Seller as confidential to the activities of the Seller’s Group; or (b) commercially sensitive information of the Group Companies if such information cannot be shared with the Buyer prior to Completion in compliance with Applicable Laws.
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PRE-COMPLETION. 5.1 The provisions 7.1 Seller Parent and Seller’s Obligations in Relation to the Conduct of Schedule 5 Business
(a) Subject to Clause 7.2, each of the Seller Parent and the Seller shall, to the extent permissible under applicable law and in order to preserve the value of the DivestCo Business, procure that from the Original SPA Date until Completion:
(i) each Seller Group Company shall applyconduct the DivestCo Business in the ordinary course as conducted prior to the Original SPA Date and no Seller Group Company shall, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent), do or agree to do anything which is outside the ordinary course of the DivestCo Business as conducted prior to the Original SPA Date; and
(ii) each Seller Group Company shall maintain in force all Insurance Policies that such member of the Seller’s Group maintains as at the Original SPA Date in all material respects on the same terms and at substantially the same levels of cover as prevail at the Original SPA Date.
5.2 Nothing (b) From the Original SPA Date until Completion and without prejudice to the generality of Clause 7.1(a), each of the Seller Parent and the Seller shall ensure that none of the acts or matters listed in this clause 5 Schedule 4 (Consent Matters) shall take place without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent) because the Parties agree that the occurrence of any of the acts or matters listed in Schedule 5 4 (Consent Matters) will adversely impact the value of the DivestCo Business.
(c) Each of the Seller Parent and the Seller shall operate so as to restrict or prevent consult with the following (of which the Buyer will be notified Purchaser in good faith as soon as reasonably practicable so far as it is lawful for and, if and to the Seller to do so and would not cause extent reasonably practicable, in any Group Company to breach any contract, law or regulation):
(a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of minimising any adverse effect thereof;
(b) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into event prior to the date Seller Parent, the Seller or any other member of this Agreement the Seller’s Group taking any material steps in respect of the DivestCo Business, in connection with or in response to the presence, transmission or threat of COVID-19 or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered or threatened by, any public authority, regulatory body or government in connection therewith.
(d) Each of the Seller Parent and the Seller shall afford the Purchaser such access and information as it reasonably requires in connection with the evaluation, negotiation, financing, implementation and/or consummation of the Transaction (including, to the extent legally permissible, by providing financial data about the DivestCo Business) and, to the extent legally permissible, its preparations for any projects to be carried out in relation to the DivestCo Business following Completion (including the Reinsurance Contractsadoption of any new policies or contractual arrangements). Each of the Parties acknowledge that access to and provision of information may be delayed or limited in the circumstances, having regard to the impact of COVID-19, provided that any such contract or arrangement has been disclosed to the Buyer prior to the date of this Agreement;
(c) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Seller or the relevant Group Company) in order to ensure continued compliance with Applicable Laws (including any Applicable Laws relating to prudential matters);
(d) committing to any Regulatory Authority to carry out any act or undertake any matter requested or required by it delays and the carrying out of any act resulting from such commitment, provided that before any such commitment or undertaking is given, the Buyer is notified of the matter and if reasonably practicable afforded an opportunity to participate in relevant communications with the Regulatory Authority (unless the Regulatory Authority does not permit such notification or participation);
(e) the performance of any obligation under any Share Purchase Documents;
(f) any matter undertaken at the written request of the Buyer; or
(g) the making by a Group Company of any payment of Taxation to a Tax Authority.
5.3 Without prejudice to the generality of this clause 5, prior to Completion the Seller shall, and limitations shall use all its commercially reasonable endeavours to procure that the Group Companies shall, subject to Applicable Laws and any obligations they may have under existing agreements with third parties, allow the Buyer and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records, and documents and reasonable access to individuals of or relating in whole or in part to the Group, provided that the obligations of the Seller under this clause shall not extend to allowing access to information which is:
(a) reasonably regarded be mitigated by the Seller Parent and the Seller so far as confidential reasonably possible and virtual access (including to employees) shall be provided to the activities of Purchaser or its representatives as soon as reasonably practicable to the Seller’s Group; or
(b) commercially sensitive information of the Group Companies extent possible if such information canphysical access is not be shared with the Buyer prior to Completion in compliance with Applicable Lawsavailable.
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