definiens: means all loans and other financing liabilities and obligations in the nature of borrowedmoneys and overdrafts and moneys borrowed, but excluding trade debt and liabilities arising in the ordinarycourse of business ; means any Indebtedness owed by the Company to any third party and, for thepurposes of this definition, third party shall exclude any member of the Seller ’s Group ; 187 Part 5 Details of the Company Name of Company : Leo Osprey Limited ( the ) Registered Number:9000270 Registered Office:980 Great West Road, Brentford, TW8 9GS United Kingdom Date and place of incorporation:16 April 2014, United Kingdom Issued share capital : one share of £ 1 Shareholders and shares held : [COMPANY] Group Limited1 ( 100 % ) 188 Schedule 19Pre - Closing Obligations ( Clause 5 ) Part 1 Seller ’s Group Restrictions The actions for the purposes of Clause 5.1.2 are : 1.1 ( a ) terminate, materially amend ( or amend in any respect in relation to a Key Product ) or grant any materialwaiver under ( or any waiver in relation to a Key Product ) any Transferred Intellectual Property Contract, or(b ) terminate any Transferred Contract other than in the ordinary course of business ; 1.2 fail to comply in all material respects with all Applicable Law, Product Approvals and MarketingAuthorisations applicable to the operation of the Business ; 1.3 assign, dispose of, license ( save in respect of non - exclusive licences relating to the Seller ’s research, development or Commercialisation of the Products or in respect of any transfers to [COMPANY] Group Limited as apreliminary step before their sale by [COMPANY] Group Limited to the Purchaser pursuant to this Agreement ) orabandon any material Business Product Intellectual Property Rights ( or any Business Product IntellectualProperty Rights in respect of a Key Product ) or cease to prosecute or fail to maintain, defend, or pursueapplications for any material Business Product Intellectual Property Rights ( or any Business ProductIntellectual Property Rights in respect of a Key Product )