Common use of Completion Actions Clause in Contracts

Completion Actions. 7.3.1 On the Completion Date but after the payment of the Cash Consideration Payment in accordance with Clause 7.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below: (a) the Seller shall deliver to the Purchaser the original shareholders register of the Company which reflects the Seller as the owner of the Shares without any Encumbrances; (b) the Seller shall deliver to the Purchaser evidence that with effect as of Completion (i) all indebtedness owed to the Company by either the Seller or any Related Person of the Seller, as applicable and (ii) all indebtedness owed by the Company to either the Seller or any Related Person of the Seller, as applicable, has been fully paid; (c) the Seller shall deliver to the Purchaser copies of the written releases by (i) the Seller and/or any Related Person of the Seller, as applicable, and (ii) any third party creditor including lenders, as applicable, of all obligations (actual and/or contingent) assumed by the Company under joint financing agreements, guarantees issued by the Company or any other form of security granted or joint liability assumed by the Company for the benefit of the Seller and/or any Related Person of the Seller; (d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party; (e) the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or any of its Affiliates on behalf of Company is revoked; (f) Veenboer, Ms N.M.M. Veenboer, Xx X. Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially in the form attached hereto as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of the Key Employment Agreements; (g) the Seller shall deliver to the Notary powers of attorney duly executed on behalf Seller and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorising its representative to attend to and to execute the Deed of Transfer; and (h) the Seller shall deliver to the Purchaser the written approval of Unilever Nederland B.V., Red Bull Nederland B.V. and InBev Nederland N.V. pursuant to which they waive their right to terminate the relevant sponsorship agreement as a result of the change of control in relation to the Company;

Completion Actions. 7.3.1 On 6.3.1. After confirmation by the Notary that the Purchase Price has been received in the Notary’s Account, the following shall occur on the Completion Date but after Date, in the payment of order stated in this Clause 6.3 and further, to the Cash Consideration Payment extent relevant, in accordance with Clause 7.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out belowNotary Letter: (a) a. the Seller shall deliver to provide the Purchaser Notary with the original Company's shareholders register of the Company which reflects the Seller as the owner of the Shares without any Encumbrancesand the Shares are not Encumbered (other than such Encumbrances on the Shares released pursuant to the Lenders' Consent), in which the release of Encumbrances on the Shares pursuant to the Lenders' Consent and the transfer of the Shares shall be registered; b. the Seller shall provide written evidence of payment of the amounts due by the Loan Parties to the Agent and the Term B Group (as defined in the Lenders' Consent) pursuant to Section 3(b)(ii) of the Lenders' Consent (the "Lender Payment Amount"), provided that the Seller shall be deemed to have complied with its obligations under this sub-clause b, if and to the extent (A) the Agent either for itself or also on behalf of the Term B Group (as defined in the Lenders' Consent), and to the extent relevant, the Term B Group (as defined in the Lenders' Consent) is or are (as the case may be) a party to the Notary Letter, and (B) the Notary Letter provides for the Lender Payment ​ ​ Amount to be paid out of the Purchase Price received in the Notary's Account in accordance with 6.2; c. the Seller shall deliver to the Purchaser evidence Purchaser, with a copy to the Notary, the written resignations of each of the persons set out in Schedule 6 (D&O Changes) stating that they resign from their respective board positions with effect the Group Companies as set out in that Schedule and that they waive any claims they have or may have against the Group Companies, effective upon the execution of Completion the Deed of Transfer; d. the Seller shall procure the adoption of written resolutions to: (i) grant full discharge to and accept the resignation of all indebtedness owed to the Company by either the Seller or any Related Person members of the Seller, as applicable and (ii) all indebtedness owed by the Company to either the Seller or any Related Person management boards of the SellerGroup Companies referred to in Clause 6.3.1.b, effective as applicable, has been fully paid; (c) per the Seller shall deliver to the Purchaser copies execution of the written releases by (i) the Seller and/or any Related Person of the Seller, as applicable, and (ii) any third party creditor including lenders, as applicable, of all obligations (actual and/or contingent) assumed by the Company under joint financing agreements, guarantees issued by the Company or any other form of security granted or joint liability assumed by the Company for the benefit of the Seller and/or any Related Person of the Seller; (d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party; (e) the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or any of its Affiliates on behalf of Company is revoked; (f) Veenboer, Ms N.M.M. Veenboer, Xx X. Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially in the form attached hereto as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of the Key Employment Agreements; (g) the Seller shall deliver to the Notary powers of attorney duly executed on behalf Seller and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorising its representative to attend to and to execute the Deed of Transfer; and (hii) appoint the new members of the management boards of each of the Group Companies as set out in Schedule 6 (D&O Changes), effective upon the execution of the Deed of Transfer; e. the Seller shall deliver to the Purchaser a written statement, substantially in the form of Schedule 7 (Form of Seller’s and Seller’s Parent’s Closing Statement), in which (i) each of the Seller and the Seller's Parent affirms the terminations as referred to in Clause 4.4.1 and 4.4.2, and (ii) the Seller's Parent agrees as undertaking to procure compliance by itself and any member of the Seller's Group with the Seller's obligations set forth in Clauses 7.3 and 12; f. the Seller, the Purchaser and the Company shall each deliver to the Notary a duly executed power of attorney and, as and where required by the Notary, legalised and apostilled, authorising each other (deputy) civil law notary and employee associated with Xxxxxxxx Coöperatief U.A. to enter into and execute the Deed of Transfer on its behalf and know-your-customer information satisfactory to the Notary; g. the Seller, the Purchaser and the Company shall deliver to the Notary a written approval confirmation set out in the Notary Letter, instructing the Notary to transfer the Shares to the Purchaser; h. the Seller and the Purchaser shall cause the Shares to be transferred to the Purchaser by way of Unilever Nederland B.V.execution of the Deed of Transfer by the Notary; and i. the Seller and the Purchaser shall cause the Notary to hold the Purchase Price (minus the Lender Payment Amount if so agreed upon in the Notary Letter) for the benefit of the Seller, Red Bull Nederland B.V. and InBev Nederland N.V. to pay out all funds held in accordance with the Notary Letter. 6.3.2. The effectiveness of each of the actions taken by or on behalf of the Purchaser pursuant to which they waive their right Clause 6.3.1 is conditional upon the occurrence of all actions required to terminate be taken by the relevant sponsorship agreement as a result of Seller and the change of control in relation Seller’s Parent pursuant to the Company;Clause 6.3.1 and vice versa.

Completion Actions. 7.3.1 On the Completion Date but after the payment of the Cash Consideration Payment in accordance with Clause 7.212.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below: (a) the Seller Sellers shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3; (b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date; (c) the Sellers shall deliver to the Purchaser Notary the original shareholders register of the Company which reflects the Seller Sellers as the owner of the Shares without any Encumbrances; (bd) the Seller Sellers shall deliver to the Purchaser evidence the written resignation of the sole member of the management board of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal; (e) the Sellers shall pass a written shareholders’ resolution of the Company (i) accepting the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing Xx X. Hardenberg and Xx X. Lewis as members of the management board of the Company all with effect as of immediately after Completion; (f) the Sellers shall deliver to the Purchaser a written statement that, with effect as of Completion (i) all indebtedness owed to any of the Company Group Companies by either any of the Seller Sellers or any Related Person of the SellerSellers, as applicable and (ii) all indebtedness owed by any of the Company Group Companies to either any of the Seller Sellers or any Related Person of the SellerSellers, as applicable, has been fully paid; , except with regard to any (cx) the Seller shall deliver indebtedness owed to the Purchaser copies of the written releases or by (i) the Seller Xxxxx Xxxxx Production B.V. and/or any Related Person of the Seller, as applicable, and (ii) any third party creditor including lenders, as applicable, of all obligations (actual and/or contingent) assumed by the Company under joint financing agreements, guarantees issued by the Company or any other form of security granted or joint liability assumed by the Company for the benefit of the Seller and/or any Related Person of the Seller; (d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party; (e) the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or any of its Affiliates on behalf of Company is revoked; (f) Veenboer, Ms N.M.M. Veenboer, Xx X. Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially affiliates in the form attached hereto ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of the Key Employment Agreementsexpressly provided otherwise in this Agreement; (g) the Seller Sellers shall deliver to the Notary powers of attorney duly executed on behalf Seller of each of the Sellers and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorising authorized its representative to attend to and to execute the Deed of Transfer; and; (h) the Seller Sellers shall deliver to the Purchaser the written approval of Unilever Nederland B.V., Red Bull Nederland B.V. and InBev Nederland N.V. pursuant to which they waive their right to terminate the relevant sponsorship agreement as a result executed copies of the change of control in relation Management Agreements; (i) the Sellers shall deliver to the CompanyPurchaser the Disclosure Letter; (j) the Sellers shall deliver to the Purchaser a written confirmation that Xxxxxx xx Xxxxx and Xxxxxx Xxxxxxxxx have entered into an addendum to their employment agreement after Completion, including proper intellectual property-, non-solicitation and relationship clauses; (k) the Sellers shall provide the Purchaser with a draft budget for the financial year 2015; and (l) the general meeting of shareholders of each of the Sellers has approved the Transaction;

Completion Actions. 7.3.1 On At Completion, the Seller and the Purchaser shall procure that the following actions are taken in the following sequence: (a) the Purchaser shall transfer, or shall procure the transfer of, an amount equal to the Completion Payment Amount to account no. 00.00.00.000, IBAN XX00 XXXX 0000 0000 00, BIC XXXXXX0X, in the name of De Brauw Blackstone Westbroek N.V. Kwaliteitsrekening, with reference to “Project Horizon - 20570961”, which amount must be credited to the account no later than 10:00 AM CET on the Completion Date but after and with value on the payment Completion Date. The amount equal to the Completion Payment Amount shall be held by the Notary in accordance with the Notary Letter; (b) the Purchaser shall deliver to the Seller evidence of (i) the availability of the Cash Consideration Payment SNP Purchase Price for purposes of payment pursuant to Clause 7.2(o) and (ii) the irrevocable and unconditional instruction of the Purchaser to its bank to pay the SNP Purchase Price in accordance with Clause 7.2, 7.2(o) immediately upon receipt by that bank of a certificate issued by the following actions will be taken, each such action being conditional upon all actions having occurred Notary confirming that the transfer of the Shares in accordance with Clause 7.2(l) has been completed. (c) the sequence Purchaser shall deliver to the Seller evidence of the due satisfaction of the Completion Condition set out below:in Clause 4.1.1; (ad) the Seller shall deliver to the Purchaser evidence of the due satisfaction of the Completion Conditions set out in Clauses 4.1.2 and 4.1.3 and that the Notary Letter has been duly signed by the relevant agent(s) under the Existing Bank Facilities and/or the lenders under the Existing Bank Facilities; (e) the Seller shall deliver or make available to the Purchaser the Leakage Statement; (f) the Seller shall deliver to the Purchaser the Deeds of Release and confirmation that all Group Companies are released from any Guarantee obligations in relation to the Existing Bank Facilities with effectiveness immediately prior to the execution of the Dutch Deeds of Transfer; (g) the Seller shall deliver to the Purchaser evidence that each member of the Seller’s Group (excluding the Group Companies) irrevocably waives (i) any rights of recourse (regresrecht) it may have against any of the Group Companies by reason of the performance by it of any obligation under the Existing Bank Facilities or the performance of any action by it as part of the Reorganisation or the Debt Settlement Plan, and (ii) any claims for Losses suffered or incurred by the Seller’s Group against any of the Group Companies, all in a form which is satisfactory to the Purchaser acting reasonably; (h) the Seller shall deliver to the Purchaser a written statement that the Seller’s Warranties as included in Paragraph 1 (Ownership of the Shares, incorporation, authority, corporate action) and Paragraph 2 (Corporate Information) of Schedule 12 (Seller’s Warranties) are true and accurate as at Completion; (i) the Seller shall deliver to the Purchaser the original shareholders register of the Company which reflects the Seller as the owner of the Shares without any Encumbranceseach Company; (bj) the Seller, the Purchaser and the Escrow Agent shall execute the Escrow Agreement; (k) each Share Seller and each Share Purchaser shall deliver, and shall procure that the relevant Company delivers: (i) in the case of Dutch Shares, to the Notary an executed and, to the extent required by the Notary, apostilled, power of attorney to execute the Dutch Deeds of Transfer; or (ii) in the case of German Shares, to the German Notary an executed and, to the extent required by the German Notary, apostilled, power of attorney to execute the German Deed of Transfer; (l) each Share Seller shall transfer to the relevant Share Purchaser the relevant Shares, the Share Purchaser shall accept such transfer, and the Share Seller and the Share Purchaser shall procure that the relevant Company acknowledges such transfer, the foregoing to be effected by: (i) in the case of Dutch Shares, execution of the Dutch Deeds of Transfer by the respective Dutch Share Sellers, the respective Dutch Share Purchasers and the respective Dutch Companies before the Notary, or (ii) in the case of German Shares, execution of the German Deed of Transfer by the German Share Seller, the German Share Purchaser and the German Company before the German Notary. (m) the Seller shall deliver procure that each Seller Assignor shall assign its Intercompany Seller Loans to the relevant Purchaser evidence that with effect as Assignee, which shall accept such assignment by the Seller Assignor, the foregoing to be effected by execution of Completion (i) all indebtedness owed a deed of assignment in form and substance to the Company by either reasonable satisfaction of the Seller or any Related Person of and the Seller, as applicable and (ii) all indebtedness owed by the Company to either the Seller or any Related Person of the Seller, as applicable, has been fully paidPurchaser; (cn) the Seller and the Purchaser shall deliver execute the Transitional Services Agreement; (o) the Purchaser shall, on behalf of the SNP Purchaser, transfer the SNP Purchase Price to the Purchaser copies accounts designated by the SNP Sellers in accordance with the SNP Agreement. (p) on the first Business Day following the Completion Date and subject to the investigation by the Notary contemplated in Clause 7.4 subclause (d) not revealing the applicability of the written releases by any relevant insolvency proceedings: (i) the Seller and/or any Related Person of Notary shall transfer an amount equal to the SellerEscrow Amount for same day value to the Escrow Account, as applicable, in accordance with the Escrow Agreement and the Notary Letter; (ii) any third party creditor including lenders, the Notary shall transfer such EUR amount as applicable, specified in the Notary Letter for same day value to an account of all obligations (actual and/or contingent) assumed the security agent under the Existing Bank Facilities designated by the Company under joint financing agreementsExisting Lenders, guarantees issued or by the Company or any other form of security granted or joint liability assumed by agent under the Company for the benefit of the Seller and/or any Related Person of the Seller; (d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party; (e) the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or any of its Affiliates on behalf of Company is revoked; (f) Veenboer, Ms N.M.M. Veenboer, Xx X. Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially in the form attached hereto as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of the Key Employment Agreements; (g) the Seller shall deliver to the Notary powers of attorney duly executed on behalf Seller and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed Existing Bank Facilities on behalf of the PurchaserExisting Lenders, authorising its representative to attend to and to execute in accordance with the Deed of TransferNotary Letter; and (hiii) the Seller Notary shall deliver to transfer the Purchaser the written approval of Unilever Nederland B.V., Red Bull Nederland B.V. and InBev Nederland N.V. pursuant to which they waive their right to terminate the relevant sponsorship agreement as a result remaining portion of the change Completion Payment Amount for same day value to an account of control the Seller designated by the Seller in relation to accordance with the Company;Notary Letter.