Article 5 constitutes additional obligations on the contracting parties. The seller undertakes that he/it will neither encumber nor sell the shares in the company being sold in any way except in the event of a contract rescission. The seller also undertakes to grant the buyer unrestricted access to the accounting records and documents of the company. The seller furthermore undertakes to continue the company's operations in the proper manner and to avert any form of damage for the company. The seller also undertakes to refrain from the course of action referred to under Section 5.3 or only to execute them if the prior written consent of the buyer has been obtained.

The buyer in turn undertakes to keep the share purchase agreement secret and to treat all information made available to him/it as a result of the proposed transaction in confidence. The agreements in Article 5 also include the rulings on the competition bans imposed on the seller.

In summary, it can be said that the rulings covered by Article 5 of the master contract are also valid under German law and their inclusion in a share purchase agreement is advisable under German law.

For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.

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