Common use of RESTRICTIONS ON THE SELLERS Clause in Contracts

RESTRICTIONS ON THE SELLERS. Without prejudice to the generality of Clause 5.1, each Seller shall, between the date of this Agreement and Completion, use all reasonable endeavours to procure, that each Group Company shall not, except to the extent expressly set forth in this Agreement to give effect to, and to comply with, this Agreement or any other agreement to which both the Company and the Purchaser is a party, without the prior written consent of the Purchaser such consent not to be unreasonably withheld or delayed, directly or indirectly: 5.2.1 incur or enter into any agreement or commitment involving any capital expenditure in excess of L250,000 singly or together with other capital expenditures exclusive of VAT, except as otherwise set out in the Disclosure Letter; 5.2.2 save as permitted under Clause 5.2.1, enter into or amend any contract not in the ordinary and usual course of business and which either: (i) is not capable of being terminated by the Group Companies in their sole discretion at any time with twelve months' notice or less without compensation, penalty or premium; or (ii) involves total expenditure in excess of L150,000, taken together with all other contracts so entered into or amended; 5.2.3 permit or cause any Leakage except Permitted Deductions which shall be repaid to the Company on Completion pursuant to Clause 3.1.8(i); 5.2.4 in relation to any Property: (i) apply for any planning permission; (ii) effect any change of use of such Property; (iii) except as disclosed in the Disclosure Letter, terminate or serve any notice to terminate, surrender or accept any surrender of or waive the terms of any lease, tenancy or licence; (iv) agree any new rent or fee payable under any lease, tenancy or licence, provided that no such consent shall be required in respect of any increase in rent payable in respect of any Property pursuant to a rent review in accordance with the terms of the existing lease or licence with any unconnected third party; (v) enter into or vary any agreement, lease, tenancy, licence or other commitment; or (vi) sell, convey, transfer, assign or charge any Property or grant any rights or easements over any Property or enter into any covenants affecting any Property or agree to do any of the foregoing; 5.2.5 (i) incur any borrowings or any other indebtedness or request the issue of any letter of credit in the aggregate in excess of L100,000 all of which shall be prepayable at any time without penalty or premium; (ii) prepay any indebtedness prior to its scheduled maturity or amend the terms governing any indebtedness; (iii) otherwise pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, contingent or otherwise) except (in the case of this sub-clause (iii) only but subject to the other terms of this Agreement) in the ordinary course of business consistent with previous practice; 5.2.6 except as required by law, contemplated by the term sheets referred to in recital (D) or as disclosed in the Disclosure Letter: (i) make any amendment (whether to take effect prior to, on or after Completion) to the terms and conditions of employment of any Employee, consultant or officer of any Group Company (including as to remuneration, pension entitlements or other benefits) or agree to provide any gratuitous payment or benefit to any such person or any of his or her dependents; or (ii) terminate or take any steps to terminate the contract of employment of, or dismiss (constructively or otherwise), any Employee, consultant or officer (except in accordance with normal disciplinary procedures); or (iii) engage or appoint any employee with a salary of L100,000 or more per annum; 5.2.7 discontinue or amend the Company Pension Scheme or commence to wind it up or communicate to any employee any plan, proposal or intention to amend, wind up, terminate or exercise any discretion other than in accordance with the terms of the documents governing, the Company Pension Scheme; 5.2.8 amend the Staff Profit Share Plan or the Bonus Letters or, except as disclosed in the Disclosure Letter, communicate to any employee any plan, proposal or intention to amend, terminate or exercise any discretion, or accelerate the payment of any amount deferred or deferrable thereunder; 5.2.9 pay, or agree to pay, or accelerate the payment of: (i) any gratuitous bonus; or (ii) any benefits under the Company Pension Scheme, the Staff Profit Share Plan or the Bonus Letters, each as in effect on the date of this Agreement, or any other bonus arrangement other than scheduled payments as required by the terms of the documents governing such scheme, plan or bonus arrangement or other than as disclosed in the Disclosure Letter; 5.2.10 introduce or seek to introduce any new pension scheme, profit share plan or other bonus or incentive compensation arrangements or any employee benefit plan or arrangements; 5.2.11 other than any acquisition, disposal or investment (or any agreement to do any of the foregoing) in respect of the assets of Syndicate 1183 and alterations made to the investment portfolio containing the assets of the Group comprising the Funds at Lloyd's arrangements, in each case in accordance with the applicable investment management guidelines and investment policies and guidelines, each as in effect on the date of this Agreement and in the ordinary course of business, acquire or agree to acquire or dispose of or agree to dispose of any assets for amounts which when aggregated exceed L250,000, exclusive of VAT; 5.2.12 amend any of the terms on which facilities or services which are material to the Group are supplied, except where required to do so in order to comply with any applicable legal or regulatory requirements or in respect of the negotiations discussed in the disclosures against paragraphs 2.5.2 and 2.21.3 of Schedule 4 in the Disclosure Letter; 5.2.13 save as required in connection with the Options Transactions, create, allot, issue, reduce, redeem or repurchase any share or loan capital (or option to subscribe for or right to acquire the same) of any Group Company other than to another Group Company; 5.2.14 other than as disclosed in the Disclosure Letter or any acquisition, disposal or investment (or any agreement to do any of the foregoing) in respect of the assets of Syndicate 1183 and alterations made to the investment portfolio containing the assets of the Group comprising the Funds at Lloyd's arrangements, in each case in accordance with the applicable investment management guidelines and investment policies and guidelines, each as in effect on the date of this Agreement and in the ordinary course of business, acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture; 5.2.15 other than as disclosed in the Disclosure Letter, make any change to its accounting practices or policies (except to the extent required to comply with any changes after the date of the Agreement, in UK GAAP or US GAAP as applicable) or amend its memorandum, articles of association or byelaws (as applicable) except as required by law; 5.2.16 save for claims under inwards and outwards insurance and reinsurance policies and broker and coverholder disputes in Syndicate 1183's ordinary course of business, commence any litigation or arbitration proceedings to which a Group Company is a party which are material and/or involve a potential liability of L100,000 or more or settle any such litigation or arbitration proceedings which were commenced prior to the date of this Agreement; 5.2.17 make any change to the nature or organisation of its business; 5.2.18 discontinue or cease to operate all or any part of its business; 5.2.19 materially alter, amend, vary, cancel or commute any material reinsurance arrangements to which any Group Company is a party; 5.2.20 make or change any tax election, file an amendment to any tax return or settle or compromise any tax liability, except where required to do so in order to comply with any applicable legal or regulatory requirement; 5.2.21 enter into any transaction with or for the benefit of any of its directors or any other person who is connected with any of its directors (within the meaning of section 839 of the Income and Corporation Taxes Act 1988) other than on normal arm's length terms; 5.2.22 appoint new auditors; 5.2.23 fail to deal with customer information as required by applicable law or contract or fail to maintain proprietary information consistent with, and on the same basis as, past practice; 5.2.24 fail to keep accounting records on a basis consistent with applicable law and past practice; 5.2.25 save for ex gratia payments arising in the ordinary course of business of Syndicate 1183, make any ex gratia payments; 5.2.26 save as disclosed in the Disclosure Letter, change the investment managers appointed by any Group Company or alter or amend or deviate from the investment policy, guidelines or criteria of the Group Companies as in effect on the date of this Agreement; 5.2.27 alter or amend its line structure or write any new classes of business (in each case from those disclosed in the Data Room) which would be material to the Group; or 5.2.28 authorise any of, or agree to take or cause any of, the foregoing actions.