Common use of Without prejudice to the generality of Clause 6 Clause in Contracts

Without prejudice to the generality of Clause 6. 1.1, the Seller shall, and the Seller Parent undertakes to procure that the Seller shall, during the Interim Period, with respect to the Business: (a) maintain and keep the Acquired Assets in such repair, working order and condition as is necessary for operation of the Business in the ordinary course consistent with past practices; (b) keep in full force and effect insurance comparable in amount and scope of coverage to the insurance that is maintained with respect to the Business as of the Effective Date and not do anything to make any such policy void or voidable, and, immediately upon the occurrence of any insured event or matter covered by insurance, take all commercially reasonable steps to recover payment in full under the relevant insurance policy or from the relevant insurer which carries the risk and take all commercially reasonable steps to repair or reinstate the damaged assets relating to the Business; (c) perform in all material respects all of its obligations under all Contracts, including paying in full all rental and other payment obligations under the Brine Leases that are or become due for payment, pursuant to the terms of the Brine Leases, prior to the Closing, notwithstanding that it may have become customary practice for the Business to make such payments in arrears contrary to the terms of the Brine Leases; (d) maintain the Books in accordance with applicable Law; (e) comply in all material respects with all applicable Laws; (f) confer with the Purchaser concerning operational matters of a material nature and promptly advise the Purchaser in writing of any emergency or other material change in the normal course of business or operations and of any material governmental or any other third party complaints, investigations or hearings or communications; (g) as promptly as practicable intimate the Purchaser of any known Material Adverse Effect; (h) promptly disclose to the Purchaser in writing, upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the Effective Date and before Closing which constitutes a breach of any of the Seller Warranties; (i) use all commercially reasonable endeavours to collect its accounts receivable in the ordinary course of business and consistent with past practice; (j) pay its accounts payable and employee accruals in the ordinary course of business; (k) file all Tax Returns and pay all Taxes associated with the operation of the Business as and when due and payable during the Interim Period, as required under applicable Law (or within any extensions granted by the relevant Taxing Authorities); and (l) comply in all material respects with all the Governmental Authorizations and not undertake any action (or fail to undertake any action) which could be construed as a material breach of any of the conditions of such Governmental Authorizations.

Without prejudice to the generality of Clause 6. 1.1, the Seller shallshall not, and the Seller Parent undertakes to procure that the Seller shallshall not, during the Interim Period, with respect to the Business, except as may be required to give effect to and to comply with this Agreement, without the prior written consent of the Purchaser, which is not to be unreasonably withheld, conditioned or delayed: (a) maintain and keep the Acquired Assets in such repair, working order and condition as is necessary for operation enter into any agreement or incur any commitment on behalf of the Business in the ordinary course consistent which is not capable of being terminated without compensation at any time with past practices; twelve (b12) keep in full force and effect insurance comparable in amount and scope of coverage to the insurance that months’ notice or less or which is maintained with respect to the Business as of the Effective Date and not do anything to make any such policy void or voidable, and, immediately upon the occurrence of any insured event or matter covered by insurance, take all commercially reasonable steps to recover payment in full under the relevant insurance policy or from the relevant insurer which carries the risk and take all commercially reasonable steps to repair or reinstate the damaged assets relating to the Business; (c) perform in all material respects all of its obligations under all Contracts, including paying in full all rental and other payment obligations under the Brine Leases that are or become due for payment, pursuant to the terms of the Brine Leases, prior to the Closing, notwithstanding that it may have become customary practice for the Business to make such payments in arrears contrary to the terms of the Brine Leases; (d) maintain the Books in accordance with applicable Law; (e) comply in all material respects with all applicable Laws; (f) confer with the Purchaser concerning operational matters of a material nature and promptly advise the Purchaser in writing of any emergency or other material change in the normal course of business or operations and of any material governmental or any other third party complaints, investigations or hearings or communications; (g) as promptly as practicable intimate the Purchaser of any known Material Adverse Effect; (h) promptly disclose to the Purchaser in writing, upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the Effective Date and before Closing which constitutes a breach of any of the Seller Warranties; (i) use all commercially reasonable endeavours to collect its accounts receivable in the ordinary course of business and consistent with past practiceor which involves or may involve total annual expenditure in excess of Rs. 5,000,000; (jb) pay its accounts payable and employee accruals acquire, lease, transfer or dispose of, or agree to acquire, lease, transfer or dispose of, any material asset of the Business or any material interest therein involving consideration, expenditure or liabilities in excess of Rs. 1 crore in the aggregate, other than in the ordinary course of business; (kc) file all Tax Returns and pay all Taxes associated commence production, or execute any definitive agreement, in relation to any new line of business that is not related to the Business as it is currently engaged in; (d) dissolve, wind up or liquidate the Seller whether voluntarily or involuntarily, or amalgamate, merge, demerge, restructure or reorganize the Business or carry out any other activity that has a similar effect; (e) change the Business or diversify the Business; (f) make any advance or grant any loan or provide any credit to any Person, other than in the ordinary course of business, but in any case not exceeding Rs. 1 crore; (g) make any arrangement with creditors or move for insolvency, receivership or bankruptcy in relation to the operation Business; (h) establish or increase any bonus, commission, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other Employee Benefit Plan or arrangement, or otherwise increase the compensation payable to or to become payable to any Employee, other than as required by applicable Law; (i) hire or recruit any Senior Employee, or terminate the services of any of the Senior Employees; (j) hire or recruit any employee(s) where such hiring(s) or recruitment(s) would result in the aggregate annual wage ▇▇▇▇ of the Business as and when due and payable during increasing by 5% or more; (k) enter into any transaction, agreement or arrangement that has the Interim Periodeffect of terminating, as required under applicable Law (cancelling, releasing, assigning or within novating any extensions granted by of the relevant Taxing Authorities); andMaterial Contracts; (l) comply amend or alter any credit terms or payment terms to its customers, vendors or suppliers in all respect of its Business; (m) enter into any Contract which would impose or is likely to impose any Material Adverse Effect; (n) amend or alter the standard operating procedure or make any material respects with all changes in the Governmental Authorizations customary methods of operations of the Business, including without limitation, practices and not undertake policies relating to manufacturing, purchasing, marketing, selling and pricing, other than in the ordinary course of business; (o) create, incur or assume nor allow to be created, incurred or assumed any action Encumbrance, other than any Permitted Encumbrance, over the Business or any part thereof; (p) write down or fail to undertake any action) which could be construed as a material breach write up the value of any of the conditions Acquired Assets or revalue any such Acquired Assets or create any Accounts Receivables, except in the ordinary course of such business and in accordance with GAAP; (q) make nor allow to be made any capital commitment or expenditure relating to the Business, other than those contained in Schedule 6.1.2(q); (r) make nor allow to be made any material change to the accounting procedures or principles by reference to which the Business’ accounts are drawn up; (s) save as required by Law, settle or compromise any claim, demand, dispute, litigation, petition, action, suit, investigation, inquiry, Proceeding, mediation, arbitration, conciliation, assessment, fine, penalty, judgment, order, injunction, decree or award (administrative or judicial (criminal or otherwise)), by or before any Governmental AuthorizationsAuthority and/or by or against any person, to which the Seller is a party, which may materially and adversely affect the transfer of the Business; (t) create or open any new bank accounts in relation to the Business; (u) take any action that results in lapse of any insurance policy relating to the Acquired Assets; (v) relocate any of the plants or undertakings relating to the Business or any portion thereof or enter into any arrangement in terms whereof the possession of any of its plants or undertakings relating to the Business or any portion thereof is handed over or use thereof is allowed to any third party; (w) make any Tax elections, settle any Tax audits, extend any Tax statute of limitations or take, or omit to take, any action or omission which would have the effect of increasing the Tax liability or reducing any Tax asset with respect to the Business; (x) commit or agree, whether in writing or otherwise, to do any of the foregoing or permit anything to be done which would have the effect of any of the foregoing.

Without prejudice to the generality of Clause 6. 1.1, the Seller shall, 1 and the Seller Parent undertakes to procure that powers and remedies vested in the Seller shall, during Assignee by virtue of this Deed and the Interim Period, with respect to provisions of the BusinessMortgage: (a) maintain and keep if the Acquired Assets in such repair, working order and condition as is necessary for operation of Assignor fails to comply with the Business insurance provisions contained in the ordinary course consistent Mortgage, the Assignee shall become forthwith entitled (but not bound) to effect and thereafter maintain all such insurances on the Vessel as in its discretion it may think fit in order to procure the compliance with past practicessuch provisions or alternatively, to require the Vessel (at the Assignor’s risk) to remain in, or to proceed to and remain in a port designated by the Assignee until such provisions are fully complied with; (b) keep in full force and effect insurance comparable in amount and scope of coverage to the insurance that is maintained with respect to the Business as of the Effective Date and not do anything to make at any such policy void or voidable, and, immediately upon time after the occurrence of any insured event or matter covered by insurance, take all commercially reasonable steps to recover payment in full under an Event of Default the relevant insurance policy or from the relevant insurer which carries the risk and take all commercially reasonable steps to repair or reinstate the damaged assets relating to the Business; Assignee shall become forthwith entitled (c) perform in all material respects all of its obligations under all Contracts, including paying in full all rental and other payment obligations under the Brine Leases that are or become due for payment, pursuant to the terms of the Brine Leases, prior to the Closing, notwithstanding that it may have become customary practice for the Business to make such payments in arrears contrary to the terms of the Brine Leases; (d) maintain the Books in accordance with applicable Law; (e) comply in all material respects with all applicable Laws; (f) confer with the Purchaser concerning operational matters of a material nature and promptly advise the Purchaser in writing of any emergency or other material change in the normal course of business or operations and of any material governmental or any other third party complaints, investigations or hearings or communications; (g) as promptly as practicable intimate the Purchaser of any known Material Adverse Effect; (h) promptly disclose to the Purchaser in writing, upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the Effective Date and before Closing which constitutes a breach of any of the Seller Warranties;but not bound): (i) use to require that all commercially reasonable endeavours policies, contracts, certificates of entry and other records relating to collect its accounts receivable in the ordinary course Insurances (including details of business and consistent with past practicecorrespondence concerning outstanding claims) be delivered forthwith to such adjusters and/or brokers and/or other insurers as the Assignee may nominate; (jii) pay to collect, recover, compromise and give a good discharge for, all claims then outstanding or thereafter arising under or in respect of the Assigned Property or any part thereof, and to take over or institute (if necessary using the name of the Assignor) all such proceedings in connection therewith as the Assignee in its accounts payable and employee accruals absolute discretion thinks fit and, in the ordinary course case of businessthe Insurances, to permit any brokers through whom collection or recovery is effected to charge the usual brokerage therefor; (kiii) file all Tax Returns and pay all Taxes associated with the operation to discharge, compound, release or compromise claims in respect of the Business as and when due and payable during Assigned Property or any part thereof which have given or may give rise to any charge or lien or other claim on the Interim PeriodVessel, as required under applicable Law (the Assigned Property or within any extensions granted part thereof or which are or may be enforceable by proceedings against the relevant Taxing Authorities)Vessel, the Assigned Property or any part thereof; and (liv) comply to recover from the Assignor on demand all expenses incurred or paid by the Assignee in all material respects connection with all the Governmental Authorizations and not undertake any action exercise of the powers (or fail to undertake any action) which could be construed as a material breach of any of the conditions of such Governmental Authorizationsthem) referred to in this clause 6.2.