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.
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(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 G, THE COMPANY IS NOT
PARTY TO ANY CONTRACT OR ARRANGEMENT IN WHICH THE SELLERS ARE INTERESTED,
DIRECTLY OR INDIRECTLY, NOR 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 H, 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)
ACCURATE, COMPLETE AND UPDATED SUMMARIES OF
THE ESSENTIAL EMPLOYMENT PROVISIONS OF THE EMPLOYEES OF THE COMPANY ARE SHOWN IN
APPENDIX I.
(B)
THE COMPANY IS NOT ENGAGED IN ANY SALARY OR
OTHER CONTRACTS OR COMMITMENTS OTHER THAN NORMALLY ENGAGED WITH, AND COMPLETE
RESERVES HAVE BEEN MADE IN THE ACCOUNTS AND SHALL BE MADE IN DUE COURSE IN THE
COMPLETION ACCOUNTS, FOR THE TOTAL AMOUNT OF ALL PRESENT AND FUTURE LIABILITIES
RELATING TO EMPLOYMENT OR PENSION AGREEMENTS THAT SHALL BE PAID.
7.11
LITIGATION AND CLAIMS
The Company has not been given notice of any litigation or the initiation of any
arbitration proceedings, neither is there any litigation, arbitration or other
legal proceedings in any court of law, arbitral tribunal or with any
administrative body or other authority pending or threatened against the Company
or initiated by the Company against a third party.
7.12
ORDINARY COURSE OF BUSINESS
(A)
DURING THE PERIOD FROM SIGNATURE HEREOF AND
UNTIL COMPLETION, THE SELLERS WILL ENSURE THAT THE COMPANY DOES NOT TAKE ANY
ACTION OR MEASURE WHICH IS OUTSIDE THE ORDINARY COURSE OF BUSINESS, UNLESS SUCH
ACTION OR MEASURE IS DIRECTLY RELATED TO THE TRANSACTIONS CONTEMPLATED HEREIN OR
HAS BEEN APPROVED BY THE PURCHASER.
(B)
SINCE THE ACCOUNTS DATE THERE HAS NOT BEEN,
NOR WILL THERE FROM THE DATE HEREOF UNTIL THE COMPLETION DATE BE:
(I)
ANY ADVERSE DEVIATION BY OR WITHIN