THEM IS HELD TO BE AGAINST THE PUBLIC
INTEREST OR UNLAWFUL OR AN UNREASONABLE RESTRAINT OF TRADE, THE REMAINING
UNDERTAKINGS SHALL CONTINUE TO BIND THE SELLERS.
12
ANNOUNCEMENTS
Except as required by law or the rules of any recognised stock exchange or
regulatory body, no announcement or statement shall be made in relation to this
agreement or another of the parties to this agreement, except for the
announcement or otherwise as specifically agreed between the parties.
An
announcement by the Sellers shall, to the extent legally permissible, in any
event be issued only after prior consultation with the Buyers.
13
INFORMATION AND FURTHER ASSURANCE
13.1
EXCEPT AS REQUIRED BY LAW, ANY REGULATORY BODY OR GOVERNMENTAL
AUTHORITY, THE SELLERS AND THE BUYERS SHALL KEEP CONFIDENTIAL THIS AGREEMENT AND
ITS TERMS AND CONDITIONS AND SHALL NOT DISCLOSE THE SAME TO ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
13.2
THE SELLERS SHALL USE ALL REASONABLE ENDEAVOURS TO PROCURE THAT
THE BUYERS, THEIR RESPECTIVE AGENTS, REPRESENTATIVES, ACCOUNTANTS AND SOLICITORS
ARE GIVEN PROMPTLY ON REQUEST PRIOR TO CLOSING ALL SUCH FACILITIES, INFORMATION
AND ACCESS TO BOOKS AND RECORDS REGARDING THE BUSINESS, ASSETS, LIABILITIES,
CONTRACTS AND AFFAIRS OF THE COMPANIES, AND OF THE DOCUMENTS OF TITLE, OTHER
EVIDENCE OF OWNERSHIP OF ITS ASSETS AS THE BUYERS MAY REQUIRE.
13.3
FOLLOWING CLOSING THE SELLERS SHALL MAINTAIN, PRESERVE AND
SAFEGUARD THEIR OWN BOOKS AND RECORDS (INCLUDING THOSE BOOKS AND RECORDS
RELATING TO FINANCE AND OPERATIONS) REGARDING TRANSACTIONS AND ARRANGEMENTS WITH
THE COMPANIES AND SHALL PROCURE THAT THE BUYERS AND THEIR AGENTS AND
REPRESENTATIVES ARE GIVEN FULL ACCESS TO SUCH BOOKS AND RECORDS FOR THE PERIOD
OF SEVEN YEARS FOLLOWING THE DATE OF CLOSING.
13.4
THE SELLERS WILL AT THE BUYERS' EXPENSE AND FOLLOWING A REQUEST
BY THE BUYERS:
13.4.1
EXECUTE ANY DOCUMENT AND DO ANY THING; AND
31
13.4.2
USE REASONABLE ENDEAVOURS TO PROCURE THAT A THIRD PARTY
EXECUTES ANY DOCUMENT AND DOES ANY THING,
reasonably necessary to give the Buyers the full benefit of this agreement and
to perfect the transaction intended to be effected pursuant to this agreement
(including all registrations or filings necessary or desirable to give effect to
the share transfers set out at clause above) and for the purpose of
vesting in the Buyers the full benefit of the assets, rights and benefits
intended to be transferred to the Buyers under this agreement including, for the
avoidance of doubt, any Intellectual Property Rights used in the conduct of the
business of the Group.
14
REMEDIES AND WAIVER
14.1
THE RIGHTS OF THE BUYERS IN RESPECT OF A BREACH OF THIS
AGREEMENT OR ANY AGREEMENT ENTERED INTO PURSUANT HERETO OR IN CONNECTION
HEREWITH (INCLUDING FOR THE AVOIDANCE OF DOUBT, THE TAX DEED) SHALL NOT BE
AFFECTED BY CLOSING, BY ANY INVESTIGATION MADE BY THEM OR ON THEIR BEHALF INTO
THE AFFAIRS OF THE COMPANY, BY THEIR RESCINDING, OR FAILING TO RESCIND, THIS
AGREEMENT OR ANY AGREEMENT ENTERED INTO PURSUANT HERETO OR IN CONNECTION WITH
(INCLUDING FOR THE