SUCH
AUTHORISATIONS OR APPROVALS OF ANY TERMS THEREOF.
(B)
THE COMPANY HAS BEEN AND IS IN FULL
COMPLIANCE WITH ALL LAWS AND REGULATIONS, IN ACCORDANCE WITH THE LEGISLATION OF
THE COMPANY'S LOCATION, IN ITS JURISDICTION APPLICABLE TO IT, INCLUDING TERMS
AND CONDITIONS SET IN ANY AUTHORISATIONS AND APPROVALS, AND WITH THE
REQUIREMENTS OF ALL APPLICABLE AGENCIES AND AUTHORITIES, AND THE COMPANY HAS
OBTAINED ALL APPLICABLE AUTHORISATIONS AND APPROVALS WHICH ARE REQUIRED UNDER
ALL OF SUCH LAWS.
7.9
CONTRACTS AND COMMITMENTS
(A)
THE COMPANY IS NOT PARTY TO OR BOUND BY:
(I)
ANY OTHER MATERIAL AGREEMENT OTHER THAN
THOSE LISTED IN APPENDIX 7.9(A)(I);
(II)
ANY CONSULTANCY AGREEMENT, CONTRACT,
UNDERSTANDING OR RELATIONSHIP WITH ANY OFFICER, EMPLOYEE OR INDIVIDUAL OR ANY
SUCH AGREEMENT, CONTRACT, UNDERSTANDING OR RELATIONSHIP THAT CONTAINS ANY
SEVERANCE OR TERMINATION PAY LIABILITIES;
(III)
ANY LOAN OR CREDIT ARRANGEMENT OR GUARANTEE
OTHER THAN SHOWN IN THE COMPLETION ACCOUNTS OR LISTED IN APPENDIX 7.9(A)(III);
(IV)
ANY AGREEMENT OR CONTRACT OTHERWISE OUTSIDE
THE ORDINARY COURSE OF BUSINESS; OR
(V)
ANY AGREEMENT WHICH IS EXPECTED TO RESULT IN
A LOSS TO THE COMPANY ON COMPLETION OR PERFORMANCE OR CANNOT BE FULFILLED OR
PERFORMED BY THE COMPANY ON TIME AND WITHOUT UNDUE OR UNUSUAL EXPENDITURE OF
MONEY.
(B)
ALL AGREEMENTS OR CONTRACTS TO WHICH THE
COMPANY IS PARTY ARE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS. THE COMPANY IS NOT IN DEFAULT IN ANY MATERIAL RESPECT IN THE
PERFORMANCE OF ANY OF THE OBLIGATIONS UNDER ANY AGREEMENT OR CONTRACT AND NO
EVENT HAS OCCURRED WHICH (WHETHER WITH OR WITHOUT NOTICE, LAPSE OF TIME OR BOTH)
WOULD CONSTITUTE A DEFAULT THEREUNDER BY THE COMPANY.
(C)
NEITHER OF THE SELLERS NOR ANY PERSON
CONNECTED WITH THEM, AS OF THE SIGNING HEREOF OR ON THE COMPLETION DATE, HAVE
ANY OUTSTANDING PERSONAL CLAIMS AGAINST THE COMPANY, EXCEPT FOR OUTSTANDING
SALARY PAYMENTS AND BUSINESS TRAVEL EXPENSES WHICH DO NOT IN THE AGGREGATE
EXCEED RUR 300,000.
OTHER THAN AS SET OUT IN APPENDIX 7.9(C), THE COMPANY IS
NOT PARTY TO ANY CONTRACT OR ARRANGEMENT IN WHICH THE SELLERS ARE INTERESTED,
DIRECTLY OR INDIRECTLY, NOR
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HAS THERE BEEN ANY SUCH CONTRACT OR ARRANGEMENT AT ANY TIME DURING THE FIVE
YEARS UP TO THE DATE OF THIS AGREEMENT.
(D)
THE COMPANY IS NOT PARTY TO, NOR HAVE ITS
PROFITS OR FINANCIAL POSITION FOR ANY ACCOUNTING PERIOD BEEN AFFECTED BY, ANY
CONTRACT OR ARRANGEMENT WHICH IS NOT OF AN ENTIRELY ARM'S LENGTH NATURE.
(E)
OTHER THAN AS SET OUT IN APPENDIX 7.9(E),
NONE OF THE SELLERS NOR ANY PERSON CONNECTED WITH THEM IS A PARTY TO ANY
OUTSTANDING AGREEMENT OR ARRANGEMENT FOR THE PROVISION OF FINANCE, GOODS,
SERVICES OR OTHER FACILITIES TO OR BY THE COMPANY OR IN ANY WAY RELATING TO THE
COMPANY OR ITS AFFAIRS.
7.10
LABOUR CONTRACTS AND PENSION AGREEMENTS
(A)
AT COMPLETION, THE COMPANY SHALL EMPLOY THE
PERSONS LISTED IN ARTICLE 3.5(A)(III).
THE MATERIAL TERMS UPON WHICH SUCH
PERSONS SHALL BE EMPLOYED ARE SET OUT IN APPENDIX 7.10(A).
AT COMPLETION, THE
COMPANY SHALL ALSO EMPLOY