Common use of Actions on the Closing Date Clause in Contracts

Actions on the Closing Date. 4.4.1 At the Closing Date the Parties shall take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out below: (1) The Parties shall duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date); (2) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above; (5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaser; (7) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence of the execution or consummation of this Agreement; (8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004; (9) Sellers shall deliver to the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement of the Parties the Parties shall sign a closing memorandum substantially in the form of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice to the other Parties with a copy to the acting notary. However, a Party shall only be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis.

Actions on the Closing Date. 4.4.1 At the Closing Date Closing, the Parties and such other Persons to be involved according to the following provisions shall take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the following order set out belowwhich shall be deemed to have been taken simultaneously: (1) The Parties Seller and the Purchaser shall duly procure that Océ North America, Inc. and the Guarantor shall execute an asset purchase agreement substantially in the Escrow Agreement I and II form attached hereto as Schedule 5.5 (as defined in section 3.81) (unless such agreements have already been executed prior to the Closing Date“US APA”);. (2) The Seller 1 and the Company Purchaser shall enter into procure that Océ North America, Inc. and the Guarantor shall consummate the US APA by executing a transition services agreement (including IP services) form of general assignment and xxxx of sale substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject as attached to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5);US APA as Exhibit D. (3) Intentionally left blank. (4) The Seller 1 shall deliver to the Purchaser either a release letter from Commerzbank AG, basically in the form attached hereto as Schedule 5.5 (4) a and an indemnity letter by the Company shall enter into a sublease agreement regarding the present Company location at D-22525 HamburgSeller, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 attached hereto as Schedule 5.5 (4) and 4.4.1 b. (5); (4) The Purchaser shall pay the Preliminary Purchase Price (excluding into Seller’s Account and the Shareholder Loans Remuneration) Escrow Account as set out forth in section 3.6.1 above; (5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above;Section 3. (6) As soon as Without undue delay after the Preliminary Purchase Price Direct Payment Amount has been received by credited to the Seller’s Account and the Escrow Amount has been credited to the Escrow Account, the Seller 1 and Seller 2the Purchaser shall execute a closing memorandum confirming the satisfaction (or the waiver) of the Positive Closing Conditions, each Seller shallthe absence (or waiver) of Negative Closing Conditions, without undue delay, issue written receipts the performance of all closing actions and the transfer of the Share to the Purchaser and the Shareholder Loans Purchaser; (7) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence of the execution or consummation of this Agreement; (8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004; (9) Sellers shall deliver to the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement of the Parties the Parties shall sign a closing memorandum substantially in the form of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within rem effect. SECTION 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice to the other Parties with a copy to the acting notary. However, a Party shall only be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis.SELLER’S GUARANTEES

Actions on the Closing Date. 4.4.1 At (a) On or immediately before the Closing Date Date: (i) Seller shall deliver to the Parties shall take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out belowBuyer: (1) The Parties shall a duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date)Transfer Instrument; (2) Seller 1 and a resolution of the Company shall enter into a transition services agreement (including IP services) substantially in directors of Fortland approving the form set out in Exhibit 4.4.1 (2), such agreement being subject transfer of the Acquisition Shares to the condition precedent (steht unter der aufschiebenden Bedingung) that Buyer, cancelling the Purchaser stock certificate of the Seller and authorizing the Shareholder Loans Purchaser have paid issuance of the Preliminary Purchase Price pursuant stock certificate to sections 4.4.1 (4) the Buyer in respect of the Acquisition Shares and 4.4.1 (5)to the Seller in respect of the Preferred Shares; (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form duly certified copy of the draft agreement Register showing the Buyer as the sole owner of the Acquisition Shares free and clear of any Liens (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5other than Permitted Liens); (4) Purchaser shall pay a stock certificate in respect of the Preliminary Purchase Price (excluding Acquisition Shares signed by the Shareholder Loans Remuneration) as set out in section 3.6.1 abovedirectors of Fortland; (5) Shareholder Loans Purchaser shall pay an extract from Unified State Register of Legal Entities of the Shareholder Loans Remuneration as set out Russian Federation in section 3.6.2 aboverespect of registration and ownership of Kolangon and each Kolangon Subsidiary, dated no later than five (5) Business Days prior to the Closing Date; (6) As soon as a resignation letter from each of the Preliminary Purchase Price has been received by Seller 1 general manager and Seller 2chief accountant resigning from their respective positions with Fortland, Kolangon and each Seller shall, Kolangon Subsidiary without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaserany claims; (7) Sellers shall deliver to the Purchaser the original copies written evidence of waiver agreements between the Company termination of all powers of attorney issued by Fortland, Kolangon and (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence of the execution or consummation of this AgreementKolangon Subsidiaries; (8) Sellers shall deliver a certified copy of the decision of the respective corporate body of the Seller authorizing the sale of the Acquisition Shares to the Purchaser satisfactory evidence that they have complied with Buyer and the statutory requirements under section 325 HGB with respect execution and performance by the Seller of the Transaction Documents to the fiscal year 2004which it is a party; (9) Sellers Sellers’ Notice on Conditions Precedent. (ii) After all conditions specified in Section 3.2(a)(i) and Section 4.1 have been fulfilled by Seller, Buyer shall deliver pay the First Installment to the Purchaser satisfactory evidence that they have taken measures with regard Seller to possible deficiencies the bank account of Seller specified in connection with capital measures resolved Section 10.10 and countersign the Transfer Instrument, which shall be executed by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 Seller and acknowledged by Fortland. (9b) (the “Measures”) and The Seller shall procure that the Measures are already effectivefollowing shall occur on or before the Closing Date: (i) the general meeting of the shareholders of Fortland shall be held where (1) the board of directors shall be elected (including election of the Buyer’s nominees); (10ii) After all Closing Events have been performed or waived by mutual agreement the meeting of the Parties participants of Kolangon shall be held where Fortland being the Parties shall sign a closing memorandum substantially in sole participant of Kolangon approves the form appointment of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice Buyer’s nominees to the other Parties with a copy positions of general director and chief accountant; (iii) the meeting of the participants of each Kolangon Subsidiary shall be held where Kolangon being the sole participant of each Kolangon Subsidiary approves the appointment of the Buyer’s nominees to the acting notary. However, a Party positions of general director and chief accountant of each Kolangon Subsidiary; (iv) the nominees of the Buyer shall only be entitled appointed as signatories to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead bank accounts of rescinding this Agreement, such Party may also elect to proceed to Closing Kolangon and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis.Kolangon Subsidiaries;

Actions on the Closing Date. 4.4.1 At Immediately after execution of this Agreement, the Closing Date Seller and the Parties Purchaser shall take the following actions in the sequence presented (each a Closing Action and collectively the Closing Actions) (a) The Seller shall deliver to the Purchaser duly executed resignation letters, effective at or cause prior to the Closing Date of those managing directors of RefuSol Group Companies who are listed in Annex 4.4(a); provided, however, that as noted in Annex 4.4(a), one managing director may provide such actions resignation letter three (3) days after Closing. (b) The Seller shall deliver to be taken the Purchaser a duly executed copy of the amended long term supply agreement (together referred to as the “Closing”including revised pricing) in accordance with Section 14.2 which shall be materially consistent with such draft agreement set forth in Annex 14.2(a) provided at the order set out below:time of the signing of this Agreement. (1c) The Parties Seller shall deliver to the Purchaser a copy of a duly execute executed Annex 14.6(i). (d) The Seller shall deliver to the Escrow Agreement I Purchaser a copy of the Seller’s and II RefuSol Holding’s irrevocable instruction to Credit Suisse AG to transfer, (i) immediately upon crediting the Preliminary Purchase Price to the Seller’s account as set forth in Annex 3.7.1 to the account of RefuSol Holding (IBAN: XX00 0000 0000 0000 0000 0, account number: 0858-0000000-22) and (ii) immediately upon crediting to the aforementioned account of RefuSol Holding to an account of Credit Suisse AG, the Credit Suisse Loan Amount (as defined in section 3.8Section 13.3). (e) (unless such agreements have already been executed prior to The Seller as the sole shareholder of RefuSol Holding shall hold and shall procure that RefuSol Holding as the sole shareholder of RefuSol holds shareholder’s meetings at the Closing Date);and vote for shareholders’ resolutions (i) granting discharge (Entlastung) to each of the managing directors of RefuSol Holding and RefuSol mentioned in Section 4.4(a) above for fiscal year 2012 and the time period from 1 January 2013 through the date their resignations become effective, (ii) appointing Xxxxx X. Xxxxxx and Xxxxxx Xxxxxxx as new managing directors of RefuSol Holding and RefuSol. (2f) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) The Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above;accordance with Section 3. (5g) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as Following receipt of the Preliminary Purchase Price has been received by in accordance with Section 3, the Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts shall confirm such receipt in writing to the Purchaser and the Shareholder Loans Purchaser;. (7h) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence Out of the execution or consummation of this Agreement; (8) Sellers Preliminary Purchase Price the Seller shall deliver to make a contribution in the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004; (9) Sellers shall deliver to the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement amount of the Parties Credit Suisse Loan Amount into the Parties shall sign a closing memorandum substantially in the form capital reserves of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice to the other Parties with a copy to the acting notary. However, a Party shall only be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing RefuSol Holding and the Parties shall then agree on a new date for procure that RefuSol Holding repays the Closing Credit Suisse Loan Amount (as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded defined in Section 13.3) in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis.Section 13.3

Actions on the Closing Date. 4.4.1 At the Closing Date Closing, the Parties shall simultaneously execute and deliver the following documents or cause such documents to be executed and delivered and take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out belowsimultaneously: (1) 5.5.1 The Parties shall duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date); (2) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) Purchaser shall pay the Preliminary Purchase Price (excluding and the Shareholder Loans Remuneration) Contractual Interest. 5.5.2 The Purchaser shall make on behalf and for the account of Nachtwache GmbH the Elster Group Payment. 5.5.3 To the extent that any Ipsen Guarantee has not been released with effect as from the Closing Date in accordance with Section 4.4, the Pur- chaser shall deliver to the Sellers or the relevant bank a bank guarantee in accordance with Section 4.4 to secure the release of such Ipsen Guarantees or the indemnification of the Sellers against any liability from such Ipsen Guarantees in accordance with Section 4.4. 5.5.4 The Sellers shall provide the Purchaser with evidence that Nachtwache GmbH is released from its obligations pursuant to the Senior Facilities Agreement and all other undertakings set forth in Section 1.6.3 have been or will be fulfilled as of the Closing Date. 5.5.5 The Sellers shall provide the Purchaser with evidence that the Intra Group Agreements have been terminated as of the Closing Date as set forth in Section 4.1. 5.5.6 The Sellers shall provide the Purchaser with evidence that all service agreements entered into between Elster Group S.à x.x. and/or Elster Group GmbH and various Ipsen Group Companies as set out in section 3.6.1 above; (5) Shareholder Loans Purchaser Section 4.3 have been terminated as of the Closing Date, except such agreements that shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to continue upon request of the Purchaser and the Shareholder Loans Purchaser;pursuant to Section 4.3. (7) 5.5.7 The Sellers shall deliver to provide the Purchaser the original copies with a duly signed resignation letter of waiver agreements between the Company and Xx. Xxxxxxx Xxxxxxxxx Xxxxxxx-Xxxx in accordance with Section 11.2.4. 5.5.8 The Parties shall execute a closing memorandum confirming (i) Xxxxxxxx XXthe satisfaction or waiver of the Closing Conditions, Xxxxx, Xxxxxxxxxxx, with respect (ii) the taking of actions set forth in this Section 5.5 as well as (iii) the consummation of the transfer of the Sold Shares. 5.5.9 The Parties shall jointly and irrevocably instruct the acting notary public to notify (i) NACHTWACHE GmbH as to the service & maintenance contract dated 10 October 2003 (as amended), transfer of the NACHTWACHE Shares and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect Xxxxx International GmbH as to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence transfer of the execution or consummation of this Agreement; (8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied Xxxxx International Shares in accordance with the statutory requirements under section 325 HGB with respect to the fiscal year 2004; (9) Sellers shall deliver to the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement Section 16 of the Parties German Act on Limited Liability Companies (GmbH-Gesetz, GmbHG); for the Parties avoidance of doubt, Purchaser shall sign a closing memorandum substantially in the form of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice to the other Parties with a copy to the acting notary. However, a Party shall only also be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing notify Nachtwache GmbH and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded Xxxxx International GmbH in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandisSection 16 GmbHG.

Actions on the Closing Date. 4.4.1 At On the Scheduled Closing Date prior to 8:00 a.m. CET, the Parties shall take the following actions take, or cause such actions to be taken taken, the actions set forth in Article 4.4.2 (together referred to as a) through (and including) (d) below (the “ClosingClosing Actions”) which shall be taken simultaneously (Zug um Zug); it being understood that, prior to Closing, the Seller’s Shares will have been transferred to the securities account specified in Article 4.5.1 (a) below and the order set out Seller’s Further Shares will have been transferred to the securities account specified in Article 4.5.1 (b) below:. Purchaser will (re-) locate the Purchase Price to the cash account specified in Article 4.6.1 below. 4.4.2 On the Scheduled Closing Date prior to 8:00 a.m. CET, (1) The Parties shall duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date); (2a) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject irrevocably instruct Seller’s bank to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above; (5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaser; (7) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and transfer (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), Seller’s Shares and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect the Seller’s Further Shares to Purchaser’s securities account specified in Article 4.6.2 below against payment of the Purchase Price in the proportions pursuant to Article 3.1.2 into Seller’s cash accounts specified in Article 4.5.2 below and (b) Purchaser shall irrevocably instruct Purchaser’s bank to pay the Purchase Price in the proportions pursuant to Article 3.1.2 to the equipment master agreement dated 15 June 2004 cash accounts of Seller specified in Article 4.5.2 below against transfer of (as amended)i) the Seller’s Shares and (ii) the Seller’s Further Shares into Purchaser’s securities account specified in Article 4.6.2 below, in each case evidencing that each of Novartis by the instructed bank entering delivery versus payment (DvP) instructions in CASCADE, Clearstream Banking AG’s custody and settlement system. Seller’s transfers and Purchaser’s payments shall be made by irrevocable and, and Merck & Co.subject to the DvP instructions, Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence unconditional transfer of the execution Sold Shares and wire transfer of immediately available funds, respectively. The transfers and payments shall be made effective on the same day, free of any costs and charges other than those of Seller’s and Purchaser’s bank and attributable to Seller’s and Purchaser’s accounts, respectively. If there is any incorrect, incomplete or consummation of this Agreement; (8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004; (9) Sellers shall deliver to the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement of the Parties the Parties shall sign a closing memorandum substantially missing information in the form delivery versus payment (DvP) instructions made by any Party under this Article 4.4.2, Seller, Purchaser and Parent shall immediately cooperate and provide any information required to effect the delivery of Exhibit 4.4.1 (10) (the “Closing Memorandum”)shares versus payment. 4.4.2 If 4.4.3 On the Scheduled Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice shall sign and deliver to Celesio AG a declaration of termination relating to the other Parties with a copy to the acting notary. Howeverexisting Management and Service Agreement dated January 28, a Party shall only be entitled to rescind this Agreement if it has complied1997 between Celesio AG and Seller, as amended on the Closing DateNovember 9, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis2006.

Actions on the Closing Date. 4.4.1 At On the Closing Date and immediately prior to the Closing, the Sellers shall procure the transfer of the entire share capital of such entities as may be specified by Purchaser under Section 3.4 above to the nominated transferees in accordance with Section 3.4 on transfers as set out in Annex 3.4. Thereafter, at the Closing, the Parties shall simultaneously (Zug um Zug) take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out belowactions: (1a) The Parties Sellers shall deliver to the Purchaser duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed resignation letters, effective at or prior to the Closing Date, of the members of JV (Holding);’s management board (Geschäftsführung) and of the members of the Partners Committee with respect to BSN KG and BSN (GP). (2b) The Sellers and JV (Holding), as the case may be and to the extent they are shareholders of the respective companies, shall hold shareholders’ meetings of each of JV (Holding), BSN KG and BSN (GP) and pass shareholders’ resolutions granting exoneration (Entlastung) to each of the management board members of JV (Holding), BSN KG and BSN (GP) as well as to each of the members of the Partners Committee for any period ending prior to or on the Closing Date. (c) The Purchaser shall pay the Purchase Price or (as the case may be in accordance with Section 4.5 above) the Estimated Purchase Price together with the amount determined in accordance with Section 4.10 above as to 50 per cent. to Seller 1 and as to 50 per cent. to the S&N Sellers (in respect of which Sellers 3, 4 and 5 shall be entitled to receive EUR 74,300, EUR 49,265,750 and EUR 58,300 respectively and Seller 2 shall be entitled to receive the balance). (d) Each of the Sellers shall transfer the Purchased Companies’ Shares sold by such Seller under this Agreement, in each case to the Purchaser or as it may (in respect of all or any of the Purchased Companies’ Shares) otherwise direct by way of the Transfer Agreement. (e) The Sellers shall procure the transfer to the Purchaser or as it may direct by means of transfers in the agreed form, of all shares in any of the BSN Group Companies owned by the Sellers or any person or company within their respective groups. No further consideration shall be payable by the Purchaser for such transfers. A list of these shareholdings is set out in Annex 5.4(e). (f) The Sellers shall use all reasonable endeavours (both before and, if applicable, after Closing) to procure, upon the Purchaser’s request, the transfer to the Purchaser or as it may direct by means of transfers in the agreed form of all those shares in those BSN Group Companies that are owned by persons other than the BSN Group Companies or the Sellers or companies in their respective groups and that are set out in Annex 5.4(f). No further consideration shall be payable by the Purchaser for such transfers. (g) Seller 1 and the Company Purchaser shall, and Seller 1 and the S&N Sellers shall enter into procure that JV (Holding) and BSN (GP) shall, sign the application for registration of the withdrawal of Seller 1 as limited partner in BSN KG and the acquisition by the Purchaser (and/or its nominee) of the Seller 1 BSN KG Interest by the Purchaser by means of a transition services agreement special legal succession (including IP servicesSonderrechtsnachfolge) substantially in the form set out forth in Exhibit 4.4.1 (2)Annex 5.4(g) which shall be certified by the acting notary. The Parties will instruct the acting notary to file such application for registration with the Commercial Register of the Local Court of Hamburg, such agreement being subject Germany, subsequent to presentation of proof of the condition precedent (steht unter der aufschiebenden Bedingung) that receipt of the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 or (4as the case may be in accordance with Section 4.5 above) and 4.4.1 (5);the Estimated Purchase Price by the Sellers as evidenced by execution of the Closing Memorandum. (3h) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above; (5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaser; (7) The Sellers shall deliver to the Purchaser duly executed releases of all security interests granted by the original copies Sellers in respect of waiver agreements between borrowings or other financial debt over the Company Purchased Companies’ Shares, if any, (or, in the absence thereof, shall declare that there are no such security interests) or by the BSN Group Companies over any of their assets, conditional only upon repayment of the underlying debt obligation and otherwise on terms reasonably satisfactory to the Purchaser. (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence of the execution or consummation of this Agreement; (8) The S&N Sellers shall deliver to Purchaser the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004;original S&N UK Pension Indemnity (as defined in Section 9.2(b)). (9j) Sellers The Parties shall deliver to the Purchaser satisfactory evidence enter into, or shall procure that they have taken measures their respective Affiliated Companies enter into, “hold separate” arrangements, if any, in accordance with regard to possible deficiencies in connection with capital measures resolved by the shareholders’ meeting in 2002 substantially in line with the draft proposal attached hereto as Exhibit 4.4.1 (9Section 10.1(b) (the “Measures”) and that the Measures are already effective;below. (10k) After all Closing Events have been performed or waived by mutual agreement of the Parties the The Parties shall sign a closing memorandum substantially in Closing Memorandum recording the form satisfaction or waiver, as the case may be, of Exhibit 4.4.1 (10) (the “Closing Memorandum”). 4.4.2 If the Closing Memorandum has not been signed within 6 (six) months after Conditions, recording the Signing Date, Seller 1 as well as the Purchaser may rescind this Agreement by written notice steps taken to the other Parties with a copy to the acting notary. However, a Party shall only be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to achieve Closing and the Parties shall then agree on a new date for the confirming that Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandishas taken place.

Actions on the Closing Date. 4.4.1 At the Closing Date Closing, the Parties Sellers and the Purchaser shall simultaneously (Zug um Zug) take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out belowactions: (1a) The Parties shall duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date); (2) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5); (4) Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above; (5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above; (6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaser; (7) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and (i) Xxxxxxxx XXduly executed resignation letters, Xxxxx, Xxxxxxxxxxx, with respect effective at or prior to the service & maintenance contract dated 10 October 2003 Closing Date, of those members of the supervisory board, advisory board or any other board or committee of any of the Vinnolit Entities who act as representatives of the Sellers or any of their affiliated companies (as amendedAffiliates) within the meaning of Section 15 of the German Stock Corporation Act (other than the Vinnolit Entities) and who are listed in Annex 7.5(a), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect duly execute termination agreements (Aufhebungsvereinbarungen) regarding the service/consultancy agreements between the Company and its current managing directors (Geschäftsführer) Xx. Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxx (the Company’s Managing Directors) which provide that the Company’s Managing Directors waive any claims for the payment of service fees against the Company which fall due after the Closing Date. (b) The Sellers shall hold a shareholders’ meeting at or prior to the equipment master agreement dated 15 June 2004 Closing (as amended), in each case evidencing and shall procure that such shareholders’ meetings shall be held) and vote for a shareholders’ resolution granting discharge (Entlastung) to each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence board members of the execution or consummation of this Agreement; (8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to Vinnolit Entities for the fiscal year 2004;2013 and for the time period from 1 January 2014 through the date their resignations become effective. (9c) Sellers shall deliver to The Sellers, the Purchaser satisfactory evidence that they have taken measures with regard to possible deficiencies in connection with capital measures resolved by and the shareholders’ meeting in 2002 substantially in line with Escrow Agent shall enter into the draft proposal attached hereto as Exhibit 4.4.1 (9) (the “Measures”) and that the Measures are already effective; (10) After all Closing Events have been performed or waived by mutual agreement of the Parties the Parties shall sign a closing memorandum Escrow Agreement substantially in the form as set out in Annex 6.2. (d) Vinnolit Two S.à x.x. and the Purchaser shall enter into the Loan Assumption Agreement substantially in the form as set out in Annex 4.3. (e) Vinnolit Two S.à x.x. and Vinnolit KG shall enter into termination agreements regarding the Support Letters substantially in the form as set out in Annex 4.4. (f) The Purchaser shall pay to Commerzbank the Facilities Repayment Amount in accordance with Section 3.3. (g) Vinnolit Two S.à x.x. and the Purchaser shall set off (verrechnen) Vinnolit Two S.à x.x.’s portion of Exhibit 4.4.1 (10the Purchase Price on the one side, and the Total Compensation Amount on the other side according to Section 6.3(b) (by way of set-off agreement substantially in the “Closing Memorandum”form as set out in Annex 6.3(b). 4.4.2 If (h) The Purchaser shall pay to the Sellers an amount equal to the Purchase Price together with any interest accrued under Section 6.1(b), minus (i) the Escrow Amount, and minus (ii) the Total Compensation Amount, in accordance with Sections 6.3 and 6.5. (i) The Purchaser shall pay the Escrow Amount to the Escrow Account. (j) Following receipt of an amount equal to the Purchase Price together with any interest, minus (i) the Escrow Amount, and minus (ii) the Total Compensation Amount, in accordance with Sections 6.3 and 6.5, the Sellers shall confirm such receipt in writing to the Purchaser (after having received a written confirmation of the Company of receipt of the relevant portion of the Purchase Price by the Company (as provided for in Section 6.3 (d)), in case the Investors (as defined in Annex 11.5) in accordance with para. (b) of Annex 11.5 elect prior to the Closing Memorandum has not been signed within 6 (six) months after the Signing Date, Seller 1 as well as Date to instruct the Purchaser may rescind this Agreement by written notice to make the Purchaser MBPA Contribution to the other Parties Company). (k) The Sellers shall thereupon confirm transfer in rem of the Shares to Purchaser. (l) The Sellers and the Purchaser shall document the occurrence of the aforementioned closing actions in a closing protocol and shall inform the Company about the in rem (dinglich) transfer of the Shares to the Purchaser, with a copy to the acting notary. However, a Party shall only be entitled to rescind this Agreement if it has complied, on the Closing Date, with its obligations under section 4.4.1. Instead of rescinding this Agreement, such Party may also elect to proceed to Closing and the Parties shall then agree on a new date for the Closing as soon as possible on which the other Parties must comply with those obligations which they have failed to comply with on the Closing Date. In case this Agreement is rescinded in accordance with this section 4.4.2, section 4.3 sentence 2 above shall apply mutatis mutandis.