Common use of Undertakings of the Parties Clause in Contracts

Undertakings of the Parties. 7.1 The Parties shall refrain from any action, and notify each other immediately of any development, that may jeopardise or hinder the consummation of the transactions contemplated hereby. 7.2 The Parties shall extend their reasonable assistance to each other in respect of satisfaction of the conditions precedent set out in this Agreement. 7.3 The Seller and the Purchaser shall be obliged to provide each other with any and all information as permitted by Laws, necessary for the consummation of transactions contemplated hereby. 7.4 If after the signing of this Agreement and before the Completion Date any Party shall become aware of any event or matter or if any event or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any material respect at the Completion Date, then that Party shall immediately notify the other Party in writing fully thereof prior to the Completion and the other Party (at their own cost) shall make any investigation concerning the event or matter which the first Party may require. 7.5 The Seller undertakes and guarantees to the Purchaser that after the signing of this Agreement and before the Completion Date the Seller will ensure the Company will carry out until the Completion Date its activities solely in the normal and usual course of business, with care and responsibly, so as to protect its relations and reputation vis-a-vis third parties, the public authorities and any other Persons maintaining business relations with it. Without limiting the general scope of the foregoing paragraph, there has not been and will not be, during the same period, save with the Parties prior written mutual consent: (i) any change in the Company's financial position, earnings, assets, liabilities, business, operations or budgets other than normal changes falling within the normal scope of business, (ii) any new liabilities originating from the period prior to the Effective Date, (iii) any purchase or sale of stock by the Company, (iv) any issue, division or pooling by the Company of shares or other investment securities, any granting of rights or options to buy or to subscribe for shares of the Company or that may grant the right to buy or subscribe for stock representing a share of the Company's capital, (v) any payment of dividends, prepaid dividends or other sums (in particular by capital reduction or redemption) and more generally any operation that may lead to the allocation of assets or earnings between the Company's shareholders, (vi) any loan granted or promised by the Company or any increase of its overall indebtedness by loans, credit facilities or otherwise, (vii) any security, guarantee or endorsement granted by the Company to third parties, (viii) any assumption by the Company of any obligation or liabilities other than normal obligations or liabilities assumed in the normal course of business, (ix) any expiry, termination, waiver or any amendment or breach of any Contract or other undertaking to which the Company is a party, other than in the normal course of business, (x) any sale, rental or any transfer by the Company of any Assets, except stocks in the normal course of business, (xi) any cancellation or waiver by the Company of one of its receivables or claims against third parties or Affiliates, (xii) any lien, pledge with or without dispossession, mortgage, easement, security, promise, security interest or other right or Encumbrance granted on an Asset of the Company; (xiii) any operation or undertaking which has been carried out or assumed outside the normal course of the Company's day-to-day business, (xiv) any undertaking relating to all or part of the items mentioned in (i) to (xiii) above or which could bring about the occurrence of one of these items, (xv) any element or fact that may harm the Company's reputation vis-a-vis its customers and suppliers, in particular, (xvi) any industrial disturbance, conflict, strike or similar event affecting the Company.

Undertakings of the Parties. 7.1 7.2.1 The Parties Parties, each as far as it is concerned: (a) shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, and cooperate, fully with each other with respect to, all things necessary, proper or advisable (including, but not limited to, the performance of their respective undertakings and obligations concerning the satisfaction of the Conditions Precedent) to ensure that the Conditions Precedent are satisfied and secured and the Third Closing occurs as soon as possible after the Second Closing Date. In particular, with reference to the Condition Precedent under Paragraph 7.1.1(a), the Purchaser undertakes to promptly file the relevant document to the FIGC; (b) shall refrain from taking any action, and notify each other immediately action or entering into any Contract or arrangement which might reasonably be expected to affect the satisfaction of any developmentConditions Precedent; (c) shall notify the other Parties of any events, that matters, occurrence or situations which shall or may jeopardise or hinder the consummation prevent any of the transactions contemplated hereby. 7.2 The Parties shall extend their reasonable assistance Conditions Precedent from being satisfied (including the occurrence or failure to each other in respect of satisfaction of the conditions precedent set out in this Agreement. 7.3 The Seller and the Purchaser shall be obliged to provide each other with any and all information as permitted by Laws, necessary for the consummation of transactions contemplated hereby. 7.4 If after the signing of this Agreement and before the Completion Date any Party shall become aware occur of any event fact or matter or if any event or matter shall arise which results circumstance that cause or may result in cause any Representations and Warranties of the Seller to become untrue or incorrect), as soon as practicable after becoming aware of such occurrence or matter, it being understood that no such notification by the Seller shall cure any incorrectness, untruthfulness, breach or violation of any Representations and Warranties of the Seller or covenant contained herein or relieve the Seller of any obligations or liabilities under this Agreement or the Law; (d) upon becoming aware of the satisfaction of any of the Warranties being unfulfilledConditions Precedent, untrueshall immediately and, misleading or incorrect in any material respect at case, no later than 1 Business Day from the Completion Dateday on which the Conditions Precedent has been satisfied, then that Party shall immediately notify the other Party Party, in writing fully thereof prior to the Completion and writing, of such satisfaction; and (e) shall promptly consult with the other Party (at and use their own cost) shall make reasonable efforts to resolve any investigation concerning matters which may be reasonably expected to prevent or delay the event or matter which the first Party may require. 7.5 The Seller undertakes and guarantees to the Purchaser that after the signing of this Agreement and before the Completion Date the Seller will ensure the Company will carry out until the Completion Date its activities solely in the normal and usual course of business, with care and responsibly, so as to protect its relations and reputation vis-a-vis third parties, the public authorities and any other Persons maintaining business relations with it. Without limiting the general scope of the foregoing paragraph, there has not been and will not be, during the same period, save with the Parties prior written mutual consent: (i) any change in the Company's financial position, earnings, assets, liabilities, business, operations or budgets other than normal changes falling within the normal scope of business, (ii) any new liabilities originating from the period prior to the Effective Date, (iii) any purchase or sale of stock by the Company, (iv) any issue, division or pooling by the Company of shares or other investment securities, any granting of rights or options to buy or to subscribe for shares of the Company or that may grant the right to buy or subscribe for stock representing a share of the Company's capital, (v) any payment of dividends, prepaid dividends or other sums (in particular by capital reduction or redemption) and more generally any operation that may lead to the allocation of assets or earnings between the Company's shareholders, (vi) any loan granted or promised by the Company or any increase of its overall indebtedness by loans, credit facilities or otherwise, (vii) any security, guarantee or endorsement granted by the Company to third parties, (viii) any assumption by the Company satisfaction of any obligation or liabilities other than normal obligations or liabilities assumed in the normal course of business, (ix) any expiry, termination, waiver or any amendment or breach of any Contract or other undertaking to which the Company is a party, other than in the normal course of business, (x) any sale, rental or any transfer by the Company of any Assets, except stocks in the normal course of business, (xi) any cancellation or waiver by the Company of one of its receivables or claims against third parties or Affiliates, (xii) any lien, pledge with or without dispossession, mortgage, easement, security, promise, security interest or other right or Encumbrance granted on an Asset of the Company; (xiii) any operation or undertaking which has been carried out or assumed outside the normal course of the Company's day-to-day business, (xiv) any undertaking relating to all or part of the items mentioned in (i) to (xiii) above or which could bring about the occurrence of one of these items, (xv) any element or fact that may harm the Company's reputation vis-a-vis its customers and suppliers, in particular, (xvi) any industrial disturbance, conflict, strike or similar event affecting the CompanyConditions Precedent.

Undertakings of the Parties. 7.1 6.2.1 The Parties Parties, each as far as it is concerned: (a) shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, and cooperate, fully with each other with respect to, all things necessary, proper or advisable (including, but not limited to, the performance of their respective undertakings and obligations concerning the satisfaction of the Conditions Precedent) to ensure that the Conditions Precedent are satisfied and secured and the Second Closing occurs as soon as possible after the First Closing Date. In particular, with reference to the Condition Precedent under Paragraph 6.1.1(a), the Purchaser undertakes to promptly file the relevant document to the FIGC; (b) shall refrain from taking any action, and notify each other immediately action or entering into any Contract or ar- rangement which might reasonably be expected to affect the satisfaction of any developmentConditions Precedent; (c) shall notify the other Parties of any events, that matters, occurrence or situa- tions which shall or may jeopardise or hinder the consummation prevent any of the transactions contemplated hereby. 7.2 The Parties shall extend their reasonable assistance Conditions Precedent from being satisfied (including the occurrence or failure to each other in respect of satisfaction of the conditions precedent set out in this Agreement. 7.3 The Seller and the Purchaser shall be obliged to provide each other with any and all information as permitted by Laws, necessary for the consummation of transactions contemplated hereby. 7.4 If after the signing of this Agreement and before the Completion Date any Party shall become aware occur of any event fact or matter or if any event or matter shall arise which results circumstance that cause or may result in cause any Representations and Warranties of the Seller to become untrue or incorrect), as soon as prac- ticable after becoming aware of such occurrence or matter, it being un- derstood that no such notification by the Seller shall cure any incorrect- ness, untruthfulness, breach or violation of any Representations and Warranties of the Seller or covenant contained herein or relieve the Seller of any obligations or liabilities under this Agreement or the Law; (d) upon becoming aware of the satisfaction of any of the Warranties being unfulfilledConditions Prec- edent, untrueshall immediately and, misleading or incorrect in any material respect at case, no later than 1 Business Day from the Completion Dateday on which the Conditions Precedent has been satisfied, then that Party no- tify the other Party, in writing, of such satisfaction; and (e) shall immediately notify promptly consult with the other Party in writing fully thereof prior and use their reasonable ef- forts to resolve any matters which may be reasonably expected to prevent or delay the Completion and the other Party (at their own cost) shall make any investigation concerning the event or matter which the first Party may require. 7.5 The Seller undertakes and guarantees to the Purchaser that after the signing of this Agreement and before the Completion Date the Seller will ensure the Company will carry out until the Completion Date its activities solely in the normal and usual course of business, with care and responsibly, so as to protect its relations and reputation vis-a-vis third parties, the public authorities and any other Persons maintaining business relations with it. Without limiting the general scope of the foregoing paragraph, there has not been and will not be, during the same period, save with the Parties prior written mutual consent: (i) any change in the Company's financial position, earnings, assets, liabilities, business, operations or budgets other than normal changes falling within the normal scope of business, (ii) any new liabilities originating from the period prior to the Effective Date, (iii) any purchase or sale of stock by the Company, (iv) any issue, division or pooling by the Company of shares or other investment securities, any granting of rights or options to buy or to subscribe for shares of the Company or that may grant the right to buy or subscribe for stock representing a share of the Company's capital, (v) any payment of dividends, prepaid dividends or other sums (in particular by capital reduction or redemption) and more generally any operation that may lead to the allocation of assets or earnings between the Company's shareholders, (vi) any loan granted or promised by the Company or any increase of its overall indebtedness by loans, credit facilities or otherwise, (vii) any security, guarantee or endorsement granted by the Company to third parties, (viii) any assumption by the Company satisfaction of any obligation or liabilities other than normal obligations or liabilities assumed in the normal course of business, (ix) any expiry, termination, waiver or any amendment or breach of any Contract or other undertaking to which the Company is a party, other than in the normal course of business, (x) any sale, rental or any transfer by the Company of any Assets, except stocks in the normal course of business, (xi) any cancellation or waiver by the Company of one of its receivables or claims against third parties or Affiliates, (xii) any lien, pledge with or without dispossession, mortgage, easement, security, promise, security interest or other right or Encumbrance granted on an Asset of the Company; (xiii) any operation or undertaking which has been carried out or assumed outside the normal course of the Company's day-to-day business, (xiv) any undertaking relating to all or part of the items mentioned in (i) to (xiii) above or which could bring about the occurrence of one of these items, (xv) any element or fact that may harm the Company's reputation vis-a-vis its customers and suppliers, in particular, (xvi) any industrial disturbance, conflict, strike or similar event affecting the CompanyConditions Precedent.

Undertakings of the Parties. 7.1 The Parties shall refrain from any action, and notify each other immediately of any development, that may jeopardise or hinder During the consummation of the transactions contemplated hereby. 7.2 The Parties shall extend their reasonable assistance to each other in respect of satisfaction of the conditions precedent set out in this Agreement. 7.3 The Seller and the Purchaser shall be obliged to provide each other with any and all information Term (as permitted by Laws, necessary for the consummation of transactions contemplated hereby. 7.4 If after the signing defined herein) of this Agreement and before the Completion Date any Party for five (5) years thereafter, each Party: (a) shall become aware of any event or matter or if any event or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any material respect at the Completion Date, then that Party shall immediately notify the other Party in writing fully thereof prior treat as confidential all Confidential Information provided to the Completion and receiving Party by the other Party disclosing Party; (at their own costb) shall make any investigation concerning not use such Confidential Information except as expressly permitted under the event or matter which the first Party may require. 7.5 The Seller undertakes and guarantees to the Purchaser that after the signing terms of this Agreement or otherwise authorized in writing by the disclosing Party; (c) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information; and before (d) shall not disclose such Confidential Information to any Third Party unless it is necessary to fulfill one or more obligations expressly required by this Agreement, and unless such Third Party has agreed in writing to be bound by terms of confidentiality at least equivalent to those set forth in this Article 11, except that the Completion Date period during which such information is to remain confidential may be reasonable and customary under the Seller will ensure the Company will carry out until the Completion Date its activities solely in the normal and usual course of business, with care and responsibly, so as to protect its relations and reputation vis-a-vis third parties, the public authorities and any other Persons maintaining business relations with itcircumstances. Without limiting the general scope foregoing, each of the foregoing paragraph, there has not been and will not be, during Parties shall use at least the same periodprocedures and degree of care to prevent the disclosure of the other Party’s Confidential Information as it uses to prevent the disclosure of its own confidential information of like importance, save with the Parties prior written mutual consentand shall in any event use no less than reasonable procedures and a reasonable degree of care; provided, that such obligations shall not apply to any information that is: (i) any change independently developed by such Party outside the scope and not in the Company's financial positionviolation of this Agreement, earnings, assets, liabilities, business, operations or budgets other than normal changes falling within the normal scope of business,as evidenced by such Party’s contemporaneous written records; (ii) any new liabilities originating from in the period prior to public domain at the Effective Date,time of its receipt or thereafter becomes part of the public domain through no fault of the recipient; (iii) any purchase or sale received without an obligation of stock by confidentiality from a Third Party having the Company,right to disclose such information; (iv) any issue, division or pooling released from the restrictions of this Section 11.1 by the Company of shares or other investment securities, any granting of rights or options to buy or to subscribe for shares express written consent of the Company or that may grant the right to buy or subscribe for stock representing a share of the Company's capital,disclosing Party; (v) disclosed to any payment Affiliate, sublicensee or subcontractor (including potential sublicensees or subcontractors) of dividendssuch Party hereunder; provided that such Affiliate, prepaid dividends sublicensee or other sums (subcontractor or potential sublicensee or subcontractor agrees to be bound by the provisions of this Section 11.1 or similar provisions in particular by capital reduction or redemption) and more generally any operation that may lead to the allocation of assets or earnings between the Company's shareholders,a separate confidentiality agreement; or (vi) any loan granted required by law, statute, rule or promised by court order to be disclosed (the Company or any increase of its overall indebtedness by loansdisclosing Party shall, credit facilities or otherwise, (vii) any securityhowever, guarantee or endorsement granted by the Company use reasonable efforts to third parties, (viii) any assumption by the Company obtain confidential treatment of any obligation or liabilities such disclosure, consult with the other than normal obligations or liabilities assumed Party and permit the other Party to participate in the normal course of business, (ix) any expiry, termination, waiver or any amendment or breach of any Contract or other undertaking to which the Company is a party, other than in the normal course of business, (x) any sale, rental or any transfer by the Company of any Assets, except stocks in the normal course of business, (xi) any cancellation or waiver by the Company of one of its receivables or claims against third parties or Affiliates, (xii) any lien, pledge with or without dispossession, mortgage, easement, security, promise, security interest or other right or Encumbrance granted on seeking an Asset of the Company; (xiii) any operation or undertaking which has been carried out or assumed outside the normal course of the Company's day-to-day business, (xiv) any undertaking relating to all or part of the items mentioned in (i) to (xiii) above or which could bring about the occurrence of one of these items, (xv) any element or fact that may harm the Company's reputation vis-a-vis its customers and suppliers, in particular, (xvi) any industrial disturbance, conflict, strike or similar event affecting the Companyappropriate protective order).