Interim provisions
4
Without limiting article 3(3) and (4), Perpetuus and the Acquiring entities must, so far as it is within their respective powers to do so, ensure that, whether inside or outside the United Kingdom—
a
the Perpetuus business is carried on separately from the Acquiring entities business and the Perpetuus business’s separate sales and brand identity is maintained;
b
except in the ordinary course of business, no substantive changes are made to the organisational structure of, or the management responsibilities within, the Perpetuus business;
c
except in the ordinary course of business—
i
none of the assets of the Perpetuus business (nor any parts of any of those assets) is disposed of;
ii
no interest in the assets of the Perpetuus business (or in any parts of any of those assets) is created or disposed of;
d
no steps are taken to integrate the information technology systems of the Perpetuus business with those of the Acquiring entities business, and the software and hardware platforms of the Perpetuus business remain unchanged, except for routine changes and maintenance;
e
Perpetuus does not perform or continue to perform any existing agreement between it and any of the Acquiring entities (including any joint agreement between Perpetuus, any of the Acquiring entities and any other person);
f
Perpetuus does not supply any goods or services, directly or indirectly, to any of the Acquiring entities;
g
no key staff are removed from their positions within the Perpetuus business;
h
no key staff are transferred between the Perpetuus business and the Acquiring entities business; and
i
all reasonable steps are taken to encourage all key staff to remain with the Perpetuus business.