Common use of Deferred Closings Clause in Contracts

Deferred Closings. If pursuant to Section 6.20(c), Article XII or Section 13.2, the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.

Deferred Closings. If pursuant (a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to Section 6.20(c), Article XII consummate the purchase by Growth Partners of a Purchased Asset or Section 13.2, the closing date is deferred contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to an Acquired Propertya Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Acquired Property shall be deemed Purchased Asset (each, a “Deferred Property” and collectively with all other Asset”) shall be deferred Acquired Properties until (but shall occur on) the third (3rd) Business Day (a “Deferred Properties.” This Agreement shall Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be deemed amendedsatisfied or waived at the Closing, without any further action on any parties’ part, as follows but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceAsset. (b) At Until the ClosingDeferred Closing Outside Date (as defined below), Escrow Agent shall retain the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a portion of Deferred Asset for the period between the Closing Cash Consideration equal and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the Allocated Asset Value actual occurrence, if at all, of the Deferred Property Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be held under the Indemnification Escrow Agreement and applied towards the purchase of paid to Growth Partners upon the applicable Deferred Property at Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Closing, less Asset to any Person except for sales of inventory or product in the Allocated Deposit, subject to the terms ordinary course of this Agreement (the “Escrowed Deferred Consideration”)business. (c) Subject At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to Section 6.20(cthe Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) and Article XIIanniversary of the date of this Agreement (as may be extended pursuant to the following proviso, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) Each such At each Deferred Property Closing, if any, (i) CAC and Growth Partners shall continue deliver to the relevant Seller any of the documents or other deliverables required to be subject delivered pursuant to all of Section 10.2 to the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect extent related to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable and not previously delivered to the relevant Seller or as otherwise adjusted pursuant to at the terms of this Agreement (the “Deferred Closing Cash Consideration”)Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing Date occurring more than thirty (30) days after the Closing Date, the relevant Seller shall be deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (iiif) For the liquidated damages pursuant avoidance of doubt, a Deferred Closing may apply to Section 10.2(ba Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall be treat each Deferred Asset as having been transferred to Growth Partners on the Allocated DepositClosing Date.

Deferred Closings. If pursuant (a) Subject to the second proviso set forth in Section 6.20(c)2.5, Article XII or Section 13.2if, at any time and from time to time, all of the closing date is deferred conditions to a Closing with respect to an Acquired Propertya Target Business Segment specified in Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Acquired Property shall be deemed Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows Closing”) with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property Target Company shall be held by deferred until the Escrow Agent under first Specified Closing Date on which all of the Indemnification Escrow Agreement subject conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceTarget Company. (b) At the Closing, Escrow Agent The obligation of Purchaser to consummate any Deferred Closing shall retain a portion of the Closing Cash Consideration equal be subject to the Allocated Asset Value of fulfillment, at or prior to the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase date of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be subject to all each of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that following conditions: (i) the Closing Cash Consideration for all Required Governmental Approvals relating to such Deferred Property Target Company shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller have been made or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”)obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) the Closing Date there shall be the no Law in effect enjoining or otherwise prohibiting such Deferred Closing Date and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the liquidated damages pursuant covenants and agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 10.2(b6.2(a) shall be have been satisfied or waived with respect to such Deferred Target Companies that are the Allocated Depositsubject of such Deferred Closing, except that each reference in Section 6.2(a) to “Target Business Segment” shall refer to the group of Deferred Target Companies that are the subject of such Deferred Closing.

Deferred Closings. If the Closing occurs, in the event that a consent of a third party lender is required for Purchaser to assume an Assumed Loan pursuant to Section 6.20(chereto and such consent has not been obtained by the Closing (a "Deferral Event"), Article XII then (1) at the Closing, such Assumed Loan shall not be assumed, and the Portfolio Property securing such Assumed Loan and any Homes located on such Portfolio Property and any Notes related thereto shall not be acquired, by Purchaser from Seller (or Section 13.2its Subsidiaries), the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a2) Following at the Closing, the Allocated Deposit for each Deferred Property Purchase Price Balance shall be held adjusted accordingly to reflect clause (1) by (x) subtracting from the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the Purchase Price Balance an aggregate amount equal to the Deposit multiplied by the fraction sum of (xi) the Allocated Asset Value gross value allocated to such Portfolio Property on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to such Deferred Property over Homes, plus (iii) the Notes Amount with respect to such Notes and (y) deeming the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion Loan Amount as of the Closing Cash Consideration equal Date with respect to the Allocated Asset Value of the Deferred Property such Assumed Loan to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closingzero, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c3) Subject to Section 6.20(c) and Article XII, Seller and Buyer Purchaser shall set a new closing date not assume any Assumed Liabilities with respect to any Deferred such Portfolio Property and (4) the “Deferred parties shall at Purchaser's cost and expense use reasonable best efforts to obtain such consent as promptly as practicable. On the first business date after such consent is obtained (such date, a "Deferral Closing Date”") (A) such Assumed Loan shall be assumed, and the Portfolio Property relating to such Assumed Loan and such Homes and Notes shall be acquired, by Purchaser from Seller (or its Subsidiaries). , (dB) Each Purchaser shall deliver to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the sum of (i) the gross value allocated to such Deferred Portfolio Property shall continue on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to be such Homes, plus (iii) the Notes Amount with respect to such Notes, as of such Deferral Closing Date, minus (iv) the Loan Amount with respect to such Assumed Loan, subject to all adjustment to account for the items of income and expense referred to in Section 1.9 prorated (as applicable) on a per diem basis as if Seller owned the applicable Portfolio Properties and Homes and Notes and Assumed Loans for the entire date on the Deferral Closing Date (with the terms of such Section 1.9 applying hereto mutatis mutandis) (C) Purchaser shall assume any Assumed Liabilities with respect to any such Portfolio Property and (D) the parties hereto shall comply with the terms and conditions of this Agreement as if it were an Acquired and close the assignment to and assumption by Purchaser of such Assumed Loan and sale to and acquisition by Purchaser of such related Portfolio Property, Homes and all obligations and rights of Seller Notes (a "Deferral Closing") on such Deferral Closing Date; provided, however, that if, by or any Subsidiary and Buyer with respect to on the Deferred Property shall continue under this Agreement, mutatis, mutandis, except date that is ninety days (ithe "Decision Date") after the Closing Cash Consideration for Date any such Deferred Property shall be consent has not been obtained, then Purchaser must elect either (1) to assume all Assumed Loans and Assumed Liabilities not yet assumed and acquire all related Portfolio Properties and Homes and Notes and to otherwise comply with the Allocated Asset Value provisions of such Deferred Property as adjusted by the amount of Prorated Items clauses (A), (B), (C) and (D) immediately above effective as of the Deferred Closing Decision Date allocable or (2) to not so assume (and relinquish any further rights to) such Assumed Loans and Assumed Liabilities related thereto and not so acquire (and relinquish any further rights to) such related Portfolio Properties and Homes and Notes and instead to deliver, and Purchaser shall deliver on the Decision Date, to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the Seller or as otherwise adjusted pursuant Disclosure Letter, immediately available funds in an aggregate amount equal to the terms product of this Agreement (the “Deferred Closing Cash Consideration”), x) $200,000 multiplied by (iiy) the Closing Date shall be number of Portfolio Properties not so acquired by Purchaser as of the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositDecision Date.

Deferred Closings. If pursuant to (a) In the event that a closing condition under Section 6.20(c), Article XII or Section 13.2, the closing date 7.1 is deferred not satisfied (an “Unsatisfied Closing Condition”) with respect to an Acquired Propertyone or more of the Properties, then subject to Section 7.2(g), and in addition to any other right Purchaser has under this Agreement, Purchaser shall have the right to (i) defer the closing on such Acquired Property shall be deemed (a “"Deferred Property” ") until such condition is satisfied or waived by Purchaser in accordance with this Section 8.6 and collectively with all other deferred Acquired Properties complete the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows Closing with respect to the remaining Properties and (ii) terminate the Agreement with respect to any such Deferred Property on the Outside Closing Date if the Unsatisfied Closing Condition remains unsatisfied (or has not been waived by Purchaser) and complete the Closing with respect to the remaining Properties:. For the avoidance of doubt in the event that an Unsatisfied Closing Condition exists with respect to any Property that is subject to an Existing Real Property Loan with other Properties, then the Unsatisfied Closing Condition shall be deemed to apply to all of the Properties subject to such Existing Real Property Loan. (ab) Following the Closing, the Allocated Deposit for each The Closing on any Deferred Property shall be held by occur on the Escrow Agent under third Business Day following the Indemnification Escrow Agreement satisfaction of all closing conditions with respect to such Deferred Property (including the Unsatisfied Closing Condition) in accordance with, and subject to the terms and conditions of, this Agreement. At each Closing with respect to a Deferred Property, (i) Purchaser shall pay to Stayton, an amount equal to the Allocated Cash/Equity Portion of the Purchase Price applicable to such Deferred Property in accordance with Section 2.5(c)(ii), as adjusted pursuant to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be , (ii) assume the amount equal Assumed Loans related to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over and (yiii) the Initial Purchase Price. (b) At the Closingeach of Purchaser and Stayton shall perform their other obligations, Escrow Agent shall retain a portion of the Closing Cash Consideration equal and deliver such documents with respect to the Allocated Asset Value of the such Deferred Property Property, as are required to be held under the Indemnification Escrow Agreement performed and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject delivered pursuant to the terms of this Agreement (the “Escrowed Deferred Consideration”)Agreement. (c) Subject If any Unsatisfied Closing Condition has not been satisfied on or prior to the Outside Closing Date, Purchaser, in its sole discretion may either (i) waive the Unsatisfied Closing Condition and proceed with the Closing on such Deferred Property or (ii) terminate this Agreement with respect to such Deferred Property and (A) such Deferred Property shall be deemed excluded from the transactions contemplated under this Agreement, (B) the aggregate Cash/Equity Portion of the Purchase Price shall be reduced by the Allocated Cash/Equity Portion of the Purchase Price applicable to such excluded Deferred Property, (C) Purchaser shall not assume the Existing Loans related to such excluded Deferred Property and (D) the balance of the Deposit shall be returned to Purchaser within three (3) Business Days of notice thereof. (d) In the event that Purchaser elects to waive the closing condition in Section 6.20(c7.1(l) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (a "Deferred Property (Licensing)") and proceed with the “Deferred Closing Date”). (d) Each on such Deferred Property shall (Licensing), Stayton shall, at Purchaser's request, continue to be subject to all of the terms operate and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to manage the Deferred Property shall continue (Licensing) on Purchaser's behalf pursuant to a lease agreement reasonably acceptable to Stayton and Purchaser, until such time as Purchaser or Purchaser's Manager obtains all necessary Licensing Approvals (with rent under this Agreement, mutatis, mutandis, except that (i) such lease being equal to the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value net profits of such Deferred Property as adjusted by (Licensing) after the payment to the Stayton or its Affiliate of a management fee in an amount of Prorated Items as equal to 6% of the gross revenues collected at such Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement Property (the “Deferred Closing Cash Consideration”Licensing), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit).

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(cthe contrary contained in this Agreement, to the extent agreed by LivaNova and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Transferred Assets (the “Deferred Assets”) located in certain jurisdictions as may be agreed upon by LivaNova and Purchaser prior to the Initial Closing (the “Deferred Closing Countries”), Article XII and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or Section 13.2relating to such Deferred Assets shall not occur on the Initial Closing Date. (b) The conveyance, assignment, transfer, delivery and acceptance of the closing date is deferred Deferred Assets, and the assumption of the Deferred Liabilities with respect to an Acquired Propertya Deferred Closing Country shall if reasonably practicable take place at the Initial Closing or otherwise as promptly as reasonably practicable thereafter but in any event on a date not more than six (6) months after the Initial Closing Date, then or such Acquired Property shall be deemed other date as LivaNova and Purchaser may mutually agree in writing (each such closing, a “Deferred Property” Closing”) to be held at such place as LivaNova and collectively with all other deferred Acquired Properties the Purchaser may agree in writing (each day on which a Deferred Closing takes place, being a “Deferred Properties.” This Agreement shall be deemed amendedClosing Date”). From and after the Initial Closing, without any further action on any parties’ partand until the applicable Deferred Closing Date, as follows with respect to the Business conducted in the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property Closing Countries shall be held for Purchaser’s benefit and account and shall be managed and operated by the Escrow Agent under applicable Seller for Purchaser’s benefit and account, with all gains, income, losses, Liabilities, Taxes or other items generated thereby to be for Purchaser’s account and borne by Purchaser, in each case, as if the Indemnification Escrow Agreement transfer of the Deferred Assets and Deferred Liabilities had occurred at the Initial Closing in accordance with and subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be parties hereto agree to treat Purchaser (or its designee) as the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value owner of such Deferred Property over (y) Assets for all Tax purposes as of the Initial Purchase Price. (b) At the ClosingClosing Date, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the except as otherwise required by applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”)Law. (c) Subject to Section 6.20(c5.06, at each Deferred Closing, LivaNova and Purchaser shall, and shall cause their respective subsidiaries to, execute and deliver a Local Transfer Agreement and any other conveyance documents required under applicable Laws for the transfer of applicable Transferred Assets and Assumed Liabilities to Purchaser in accordance with Section 1.01 and Section 1.04. (d) and Article XIIFor the avoidance of doubt, Seller and Buyer there shall set be no conditions required to be satisfied or waived prior to a new closing date Deferred Closing in order to consummate the transactions contemplated by this Section 2.05 with respect to a Deferred Closing Country. (e) Unless the context otherwise clearly requires, references in this Agreement to the “Closing” or “Closing Date” shall, with respect to any Deferred Property Asset or Deferred Liability, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. (f) The parties acknowledge that the portion of the Purchase Price allocable to any Deferred Closing Country, as agreed to by the parties (each a “Deferred Closing DateCountry Amount”). (d) Each such Deferred Property , shall continue to be subject to have been paid on the Initial Closing Date. In the event that a local payment of some or all of the terms and conditions of this Agreement as if it were an Acquired Propertyrelevant Deferred Closing Country Amount is required in a particular jurisdiction, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of on the Deferred Closing Date allocable for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the Seller or as otherwise adjusted pursuant required local payment to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be applicable Seller on the Deferred Closing Date by wire transfer of immediately available funds to the applicable Seller’s local bank account to be designated by LivaNova in a written notice delivered to Purchaser at least five (5) Business Days before such Deferred Closing. Within ten (10) Business Days following the Deferred Closing Date, LivaNova shall, or shall cause the applicable subsidiary to, reimburse to Purchaser an amount equal to the relevant required local payment in U.S. dollars, by wire transfer of immediately available funds to the bank account to be designated by Purchaser in a written notice delivered to LivaNova at least five (5) Business Days before such Deferred Closing. For all Tax purposes, Purchaser and (iii) Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositPurchase Price unless otherwise required by applicable Law.

Deferred Closings. If pursuant to Section 6.20(c(i) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), Article XII (A) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or Section 13.2a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the closing date is deferred effect of restraining, enjoining, or making illegal the transactions contemplated by this Agreement or otherwise prohibiting the consummation of the Sale or the transactions contemplated hereby with respect to an Acquired Propertysuch jurisdiction or to occur outside of such jurisdiction, then such Acquired Property shall be deemed (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to Governmental Entity in the Deferred Properties: (a) Following Closing Jurisdiction that is required to consummate the Closing, the Allocated Deposit for each Deferred Property shall be held purchase by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion Purchaser of the Closing Cash Consideration equal to Shares of a Transferred Company (or the Allocated Asset Value indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property Closing Jurisdiction (the “Deferred Closing DateGovernmental Approvals”). ) shall not have been obtained or (dC) Each such Deferred Property shall continue to be subject to all any consent listed on Section 2.9(b) of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer Disclosure Schedule shall not have been obtained with respect to the Transferred Company specified therein (the “Specified Deferred Property Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies) (each, a “Deferred Business”) shall continue be deferred until the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 8.4 with respect to such Deferred Business. (ii) Until the Deferred Closing Outside Date, Parent, Sellers and Purchaser shall, consistent with any contractual obligation or any applicable legal or fiduciary obligation under this Agreementapplicable Law, mutatisuse reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (or one or more of its Affiliates) would, mutandisin compliance with applicable Law, except that (i) obtain the benefits and assume the obligations and bear the economic burdens associated with operating a Deferred Business for the period between the Closing Cash Consideration for and the Deferred Closing with respect to such Deferred Property shall be Business. Notwithstanding the Allocated Asset Value of such Deferred Property as adjusted by foregoing, during the amount of Prorated Items as period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date allocable and the Deferred Closing Outside Date, except as Purchaser may consent in writing, Parent shall conduct the operations of the Deferred Business in the ordinary course consistent with past practice (provided that (x) Purchaser shall promptly reimburse Parent for any amounts invested by any member of the Parent Group in such Deferred Business in the ordinary course consistent with past practice (“Deferred Business Investments”), (y) Parent shall have no obligation to and shall not make any Deferred Business Investments that, individually, or in the aggregate, exceed $1,000,000 without the prior consent of Purchaser and (z) Parent shall provide Purchaser with reasonable advance notice of Parent’s intent to make a Deferred Business Investment), and Parent shall not, and shall not permit the Deferred Business to: (A) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (B) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Purchaser upon the applicable Deferred Closing Date); or (C) sell, lease, license or otherwise dispose of any asset of the Deferred Business to any Person except for sales of inventory or product in the ordinary course of business. (iii) At each Deferred Closing, if any, Purchaser and Parent shall execute and deliver joint written instructions to the Seller Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Parent (or to a designee of Parent), on behalf of and in its capacity as otherwise adjusted pursuant agent for each Seller, by wire transfer to an account or accounts designated by Parent (or by such designee), an amount equal to the terms Deferred Purchase Price in respect of such Deferred Business (as set forth in Schedule IV hereto, as such Schedule IV may be updated by mutual agreement of the Parties hereto prior to the Closing Date). As promptly as practicable following the first anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Cash ConsiderationOutside Date”), Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any remaining Holdback Amount then held in the Escrow Account (iior right or claim thereto) to Purchaser, and the Cash Consideration and the 24 Purchase Price shall be adjusted downward to reflect any such relinquishment to Purchaser; provided, however that as long as Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (A) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (B) the third (3rd) anniversary of the date of this Agreement. (iv) At each Deferred Closing, if any, (A) Purchaser shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(ii) to the extent related to the Deferred Business and not previously delivered to the relevant Seller at the Closing, and (B) the relevant Seller shall deliver to Purchaser any of the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Business and not previously delivered to Purchaser at the Closing. (v) In respect of each Deferred Business, Sellers and Purchaser shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Sellers contained in Section 5.4 and the covenants of the Parties contained in Section 5.3. (vi) If any equity interests of the Specified Deferred Business not currently owned, directly or indirectly, by Parent, are acquired by Parent following the date hereof and prior to the Closing Date or Deferred Closing Date, as applicable, including as a result of the exercise of the rights identified on Section 2.9(b) of the Seller Disclosure Schedule, (A) the equity interests so acquired shall be transferred to Purchaser at the Closing Date or Deferred Closing Date Date, as applicable, (B) Parent shall pay or cause to be paid the purchase price therefor, up to the amount specified in Section 2.9(b)(vi) of the Seller Disclosure Schedule, and (iiiC) each of Parent and Purchaser shall pay or cause to be paid 50% of the liquidated damages pursuant excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Parent and Purchaser shall jointly control any negotiations with respect to Section 10.2(b) such acquisition, and neither Parent nor Purchaser shall agree to any acquisition without the other’s consent (not to be the Allocated Depositunreasonably withheld, conditioned or delayed).

Deferred Closings. If pursuant to Section 6.20(c(i) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), Article XII (A) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or Section 13.2a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the closing date is deferred effect of restraining, enjoining, or making illegal the transactions contemplated by this Agreement or otherwise prohibiting the consummation of the Sale or the transactions contemplated hereby with respect to an Acquired Propertysuch jurisdiction or to occur outside of such jurisdiction, then such Acquired Property shall be deemed (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to Governmental Entity in the Deferred Properties: (a) Following Closing Jurisdiction that is required to consummate the Closing, the Allocated Deposit for each Deferred Property shall be held purchase by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion Purchaser of the Closing Cash Consideration equal to Shares of a Transferred Company (or the Allocated Asset Value indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property Closing Jurisdiction (the “Deferred Closing DateGovernmental Approvals”). ) shall not have been obtained or (dC) Each such Deferred Property shall continue to be subject to all any consent listed on Section 2.9(b) of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer Disclosure Schedule shall not have been obtained with respect to the Transferred Company specified therein (the “Specified Deferred Property Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies) (each, a “Deferred Business”) shall continue be deferred until the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 8.4 with respect to such Deferred Business. (ii) Until the Deferred Closing Outside Date, Parent, Sellers and Purchaser shall, consistent with any contractual obligation or any applicable legal or fiduciary obligation under this Agreementapplicable Law, mutatisuse reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (or one or more of its Affiliates) would, mutandisin compliance with applicable Law, except that (i) obtain the benefits and assume the obligations and bear the economic burdens associated with operating a Deferred Business for the period between the Closing Cash Consideration for and the Deferred Closing with respect to such Deferred Property shall be Business. Notwithstanding the Allocated Asset Value of such Deferred Property as adjusted by foregoing, during the amount of Prorated Items as period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date allocable and the Deferred Closing Outside Date, except as Purchaser may consent in writing, Parent shall conduct the operations of the Deferred Business in the ordinary course consistent with past practice (provided that (x) Purchaser shall promptly reimburse Parent for any amounts invested by any member of the Parent Group in such Deferred Business in the ordinary course consistent with past practice (“Deferred Business Investments”), (y) Parent shall have no obligation to and shall not make any Deferred Business Investments that, individually, or in the aggregate, exceed $1,000,000 without the prior consent of Purchaser and (z) Parent shall provide Purchaser with reasonable advance notice of Parent’s intent to make a Deferred Business Investment), and Parent shall not, and shall not permit the Deferred Business to: (A) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (B) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be paid to Purchaser upon the applicable Deferred Closing Date); or (C) sell, lease, license or otherwise dispose of any asset of the Deferred Business to any Person except for sales of inventory or product in the ordinary course of business. (iii) At each Deferred Closing, if any, Purchaser and Parent shall execute and deliver joint written instructions to the Seller Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Parent (or to a designee of Parent), on behalf of and in its capacity as otherwise adjusted pursuant agent for each Seller, by wire transfer to an account or accounts designated by Parent (or by such designee), an amount equal to the terms Deferred Purchase Price in respect of such Deferred Business (as set forth in Schedule IV hereto, as such Schedule IV may be updated by mutual agreement of the Parties hereto prior to the Closing Date). As promptly as practicable following the first anniversary of the date of this Agreement (as may be extended pursuant to the following proviso, the “Deferred Closing Cash ConsiderationOutside Date”), Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release any remaining Holdback Amount then held in the Escrow Account (iior right or claim thereto) to Purchaser, and the Cash Consideration and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Purchaser; provided, however that as long as Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (A) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (B) the third (3rd) anniversary of the date of this Agreement. (iv) At each Deferred Closing, if any, (A) Purchaser shall deliver to the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(ii) to the extent related to the Deferred Business and not previously delivered to the relevant Seller at the Closing, and (B) the relevant Seller shall deliver to Purchaser any of the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Business and not previously delivered to Purchaser at the Closing. (v) In respect of each Deferred Business, Sellers and Purchaser shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Sellers contained in Section 5.4 and the covenants of the Parties contained in Section 5.3. (vi) If any equity interests of the Specified Deferred Business not currently owned, directly or indirectly, by Parent, are acquired by Parent following the date hereof and prior to the Closing Date or Deferred Closing Date, as applicable, including as a result of the exercise of the rights identified on Section 2.9(b) of the Seller Disclosure Schedule, (A) the equity interests so acquired shall be transferred to Purchaser at the Closing Date or Deferred Closing Date Date, as applicable, (B) Parent shall pay or cause to be paid the purchase price therefor, up to the amount specified in Section 2.9(b)(vi) of the Seller Disclosure Schedule, and (iiiC) each of Parent and Purchaser shall pay or cause to be paid 50% of the liquidated damages pursuant excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Parent and Purchaser shall jointly control any negotiations with respect to Section 10.2(b) such acquisition, and neither Parent nor Purchaser shall agree to any acquisition without the other’s consent (not to be the Allocated Depositunreasonably withheld, conditioned or delayed).

Deferred Closings. If pursuant to Section 6.20(c)(a) The parties hereto acknowledge and agree that, Article XII or Section 13.2as of the date hereof, the closing date is deferred Shares of each Veterinary Subsidiary listed on Annex B hereto (each a "Deferred Subsidiary") cannot be transferred, directly or indirectly, to the Schering-Plough affiliate or affiliates that are parties to the applicable Subsidiary Agreement with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties Subsidiary (or the “Deferred Properties.” This applicable Subsidiary Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to a parent of such Deferred Subsidiary) because certain governmental approvals have not yet been obtained. The Sellers and the Deferred Properties: (a) Following Buyer desire to proceed with the ClosingClosing and, accordingly, the Allocated Deposit for each Deferred Property Sellers and the Buyer agree that at the Closing the Estimated Adjusted Purchase Price shall be held reduced by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the an amount equal to the Deposit multiplied by amount set forth beside each Deferred Subsidiary's name, except for Thailand, on Annex B hereto (each a "Deferred Amount"), which amount for the fraction avoidance of doubt is One Million Eight Hundred Fifty-Seven Thousand Dollars (x) $1,857,000). In the Allocated Asset Value event that the Deferred Amount with respect to a Deferred Subsidiary is not required to be paid to Sellers as provided herein, the Working Capital Adjustment, if theretofore calculated, shall be recalculated to reflect such circumstance. The parties hereto shall cooperate in making all filings and taking all action necessary to enable all Shares of such each Deferred Property over (y) Subsidiary to be transferred to the Initial Purchase PriceBuyer at the earliest possible date after the Closing Date. (b) At With respect to each Deferred Subsidiary, on the Closing, Escrow Agent shall retain a portion fifth business day following the receipt of all necessary governmental approvals for the sale of the Closing Cash Consideration equal Shares of such Deferred Subsidiary to the Allocated Asset Value of Buyer (the "Deferred Closing Date"), (i) the Buyer shall pay the Deferred Property Amount to the Sellers and purchase from the Sellers all the Shares of such Deferred Subsidiary and (ii) the Sellers shall deliver to the Buyer (x) certificates representing such Shares, duly endorsed in blank or with appropriate stock powers, or the Sellers shall have taken such other actions as may be held necessary under the Indemnification Escrow Agreement applicable law and applied towards the purchase of the applicable Subsidiary Agreement to transfer ownership of such Shares to the Buyer, free and clear of any pledges, security interests, liens, encumbrances or adverse claims and (y) the resignation of all directors of such Deferred Property at Subsidiary (except for any resignation(s) the Buyer specifically instructs the Sellers not to obtain) and any documents of Sellers or their affiliates necessary to elect the Buyer's designees as directors (each such payment and delivery a "Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”"). (c) Subject Sellers shall cause each Deferred Subsidiary to Section 6.20(c) and Article XII, Seller and conduct the business of such Deferred Subsidiary strictly in accordance with the instructions of the Buyer shall set a new closing date to the fullest extent permitted by law in the relevant jurisdiction; it is understood that any such actions taken by the Sellers with respect to a Deferred Subsidiary shall be taken for the benefit of the Buyer. Subject to the provisions of the immediately preceding sentence, with respect to each Deferred Subsidiary, the Buyer and the Sellers shall remain obligated under Article V of the Stock Purchase Agreement until their respective obligations under this Amendment and the Subsidiary Agreement with respect to such Deferred Subsidiary have been fully completed. Without limiting the generality of the foregoing, the Sellers shall cause each Deferred Subsidiary not to pay any Deferred Property dividends or to issue, repurchase or redeem any shares of its capital stock or to make any other cash or non-cash distributions to the Sellers or any of their affiliates. In taking any actions required by the provisions of this Section 5 (and, in particular, this subsection (c)), the “Deferred Closing Date”)Buyer agrees that the Sellers will not be deemed to be in violation of the requirements and restrictions set forth in Section 10.9 of the Stock Purchase Agreement. (d) Each The Sellers shall report to Buyer on a monthly basis with respect to each Deferred Subsidiary. If the Shares of any Deferred Subsidiary cannot be legally transferred to the Buyer or any affiliate thereof within six months after the date of this Amendment, the Buyer and the Sellers shall use their reasonable best efforts to negotiate an equitable alternative to such Deferred Property transfer that shall continue afford to be subject the Buyer and the Sellers, respectively, the economic benefits that they had anticipated with respect to all such transfer. With respect to Colombia, in addition to the foregoing and in the event that, due to the failure of the terms and conditions appropriate governmental authority to approve the transfer of this Agreement the animal health operations resident in Colombia ("Colombian Business") by December 31, 1997 or the affirmative disapproval by the appropriate governmental authority of such transfer before December 31, 1997 (either date referred to hereunder as if the "Decision Date"), the Buyer will not be able to purchase the Colombian Business, it were is understood that the Buyer will pay to the Sellers an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer amount equal to the operating cash flow with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that Colombian Business (i) as calculated in accordance with the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as historical accounting policies and practices of the Deferred Closing Date allocable Sellers) for the period beginning on July 1, 1997 and ending on the Decision Date, provided that, in no event shall the Buyer be responsible to pay to the Seller or as otherwise adjusted Sellers pursuant to this sentence an amount in excess of the terms lesser of this Agreement One Hundred Forty Thousand Dollars ($140,000) per month or Eight Hundred Thousand Dollars ($800,000) in the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Depositaggregate.

Deferred Closings. If pursuant to Section 6.20(c(i) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), Article XII (A) there is an applicable Law then in effect or Section 13.2a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the closing date is deferred effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to an Acquired Propertysuch jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Acquired Property shall be deemed Transferred Entity (a “Deferred Property” and collectively with all other deferred Acquired Properties Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ partShare Sale Effective Time or the Contribution Effective Time, as follows applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Properties: (a) Following the ClosingTransferred Entities)). Thereafter, the Allocated Deposit for each such Deferred Property Transferred Entity shall be held by transferred to Purchaser (or its designated Subsidiary) on the Escrow Agent under fifth (5th) Business Day following the Indemnification Escrow Agreement subject receipt, satisfaction or waiver (to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied extent permitted by the fraction of (xapplicable Law) the Allocated Asset Value of such Deferred Property over Closing Governmental Approvals (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the “Deferred Closing” and such date, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Entity; provided, that (x) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.6. (dii) Each With respect to any Deferred Transferred Entity, between the Share Sale Effective Time or the Contribution Effective Time, as applicable, and the applicable Deferred Closing Date, Purchaser and Parent shall, and Parent shall cause its applicable Subsidiaries to, (A) subject to applicable Law and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (1) Parent shall, and shall cause its applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Property Transferred Entity and its Subsidiaries were conveyed and transferred to it as of the Share Sale Effective Time or the Contribution Effective Time, as applicable; and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce any rights of the Deferred Transferred Entity and its Subsidiaries that are available against any third party; (2) the Deferred Transferred Entity or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, any income, proceeds and other monies received; and (3) Purchaser shall (I) as agent or subcontractor for the applicable Deferred Transferred Entity and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of such Deferred Transferred Entity and Subsidiaries and indemnify Parent and its Affiliates in respect of the foregoing, and (II) provide the Deferred Transferred Entity and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.7(b); and (B) the Parties shall treat Purchaser as the owner of any such Deferred Transferred Entity for Tax purposes as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, except as required by applicable Law. (iii) At each Deferred Closing, if any, (A) Purchaser shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables required to be delivered pursuant to Section 2.2(b)(ii), as applicable, to the extent related to the Deferred Transferred Entity and not previously delivered to Parent (on behalf of the relevant Seller) at the Closing and (B) Parent shall, and shall cause the relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.2(b)(i), as applicable, to the extent related to the Deferred Transferred Entity and not previously delivered to Purchaser at the Closing. (iv) In respect of each Deferred Transferred Entity, Purchaser and Parent shall, and Parent shall cause its applicable Subsidiaries to, continue to be subject to all of comply through the terms and conditions of this Agreement as if it were an Acquired Propertyapplicable Deferred Closing Date, and all obligations and rights of Seller or any Subsidiary and Buyer solely with respect to such Deferred Transferred Entity, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of Parent contained in Section 5.4(a) and the covenants of the Parties contained in Section 5.3. Section 5.14 shall not apply with respect to Parent and its Affiliates’ continued operation of such Deferred Transferred Entity until the Deferred Property shall continue under Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement, mutatis, mutandis, except that Agreement to (i) the Closing Cash Consideration for such “Closing” shall, with respect to any Deferred Property shall Transferred Entity, be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable deemed to refer to the Seller “Deferred Closing” and (ii) the “Share Sale Effective Time” or the “Contribution Effective Time,” as otherwise adjusted pursuant applicable, shall, with respect to the terms of this Agreement (any Deferred Transferred Entity, be deemed to refer to the “Deferred Closing Cash ConsiderationDate.”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.

Deferred Closings. If pursuant to Section 6.20(c(i) If, as of the Closing, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), Article XII (i) there is an applicable Law then in effect or Section 13.2a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the closing date is deferred effect of making the Closing illegal or otherwise prohibiting its consummation with respect to an Acquired Propertysuch jurisdiction, then such Acquired Property shall be deemed or (ii) any filing with, notice to, or permit, authorization, registration, consent or approval of a “Deferred Property” and collectively with all other deferred Acquired Properties Governmental Entity required to consummate the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held purchase by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion Purchaser of the Closing Cash Consideration equal to the Allocated Asset Value capital stock of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property Transferred Company (the “Deferred Closing DateGovernmental Approvals”). ) has not been obtained, then, notwithstanding anything to the contrary in this Agreement, such Transferred Company (da “Deferred Transferred Company”) Each such Deferred Property shall continue not be transferred to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller Purchaser or any Subsidiary and Buyer of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Property shall continue under this AgreementTransferred Companies)). Thereafter, mutatis, mutandis, except that (i) the Closing Cash Consideration for each such Deferred Property Transferred Company shall be transferred to Purchaser (or its designated Affiliate) on the Allocated Asset Value fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Property as adjusted Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”) with respect to such Deferred Transferred Company. In no event shall the Closing Purchase Price payable by Purchaser at the amount Closing or the Final Purchase Price be reduced or deferred in respect of Prorated Items any Deferred Transferred Company; provided, that the Cash, Indebtedness, Working Capital and Transaction Expenses of any Deferred Transferred Companies will be included in determining the Closing Adjustments and the Post-Closing Adjustments as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted Effective Time pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), Sections 2.4 through Section 2.7. (ii) With respect to any Deferred Transferred Company, between the Closing Date and the applicable Deferred Closing Date, Purchaser and the Sellers shall, subject to applicable Law, (A) enter into one or more mutually agreeable arrangements under which (1) the Sellers or their applicable Subsidiaries shall be (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of the Closing Date, (II) exercise, at the request of Purchaser, any rights of the Deferred Closing Date Transferred Company and its Subsidiaries that are available against any third party and (iiiIII) continue to hold and operate such Deferred Transferred Company and its Subsidiaries in all material respects in the ordinary course of business for the benefit and burden of Purchaser and taking into account the Sale; (2) the liquidated damages pursuant Deferred Transferred Company or its applicable Subsidiaries shall hold in trust for and pay to Section 10.2(b) shall be the Allocated Deposit.Purchaser promptly upon receipt thereof, any income, proceeds and other monies received; and (

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(cthe contrary contained in this Agreement, to the extent agreed by XxxxXxxx and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Transferred Assets (the “Deferred Assets”) located in certain jurisdictions as may be agreed upon by XxxxXxxx and Purchaser prior to the Initial Closing (the “Deferred Closing Countries”), Article XII and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Closing Countries or Section 13.2relating to such Deferred Assets shall not occur on the Initial Closing Date. (b) The conveyance, assignment, transfer, delivery and acceptance of the closing date is deferred Deferred Assets, and the assumption of the Deferred Liabilities with respect to an Acquired Propertya Deferred Closing Country shall if reasonably practicable take place at the Initial Closing or otherwise as promptly as reasonably practicable thereafter but in any event on a date not more than six (6) months after the Initial Closing Date, then or such Acquired Property shall be deemed other date as XxxxXxxx and Purchaser may mutually agree in writing (each such closing, a “Deferred Property” Closing”) to be held at such place as XxxxXxxx and collectively with all other deferred Acquired Properties the Purchaser may agree in writing (each day on which a Deferred Closing takes place, being a “Deferred Properties.” This Agreement shall be deemed amendedClosing Date”). From and after the Initial Closing, without any further action on any parties’ partand until the applicable Deferred Closing Date, as follows with respect to the Business conducted in the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property Closing Countries shall be held for Purchaser’s benefit and account and shall be managed and operated by the Escrow Agent under applicable Seller for Purchaser’s benefit and account, with all gains, income, losses, Liabilities, Taxes or other items generated thereby to be for Purchaser’s account and borne by Purchaser, in each case, as if the Indemnification Escrow Agreement transfer of the Deferred Assets and Deferred Liabilities had occurred at the Initial Closing in accordance with and subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be parties hereto agree to treat Purchaser (or its designee) as the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value owner of such Deferred Property over (y) Assets for all Tax purposes as of the Initial Purchase Price. (b) At the ClosingClosing Date, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the except as otherwise required by applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”)Law. (c) Subject to Section 6.20(c5.06, at each Deferred Closing, LivaNova and Purchaser shall, and shall cause their respective subsidiaries to, execute and deliver a Local Transfer Agreement and any other conveyance documents required under applicable Laws for the transfer of applicable Transferred Assets and Assumed Liabilities to Purchaser in accordance with Section 1.01 and Section 1.04. (d) and Article XIIFor the avoidance of doubt, Seller and Buyer there shall set be no conditions required to be satisfied or waived prior to a new closing date Deferred Closing in order to consummate the transactions contemplated by this Section 2.05 with respect to a Deferred Closing Country. (e) Unless the context otherwise clearly requires, references in this Agreement to the “Closing” or “Closing Date” shall, with respect to any Deferred Property Asset or Deferred Liability, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. (f) The parties acknowledge that the portion of the Purchase Price allocable to any Deferred Closing Country, as agreed to by the parties (each a “Deferred Closing DateCountry Amount”). (d) Each such Deferred Property , shall continue to be subject to have been paid on the Initial Closing Date. In the event that a local payment of some or all of the terms and conditions of this Agreement as if it were an Acquired Propertyrelevant Deferred Closing Country Amount is required in a particular jurisdiction, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of on the Deferred Closing Date allocable for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the Seller or as otherwise adjusted pursuant required local payment to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be applicable Seller on the Deferred Closing Date by wire transfer of immediately available funds to the applicable Seller’s local bank account to be designated by XxxxXxxx in a written notice delivered to Purchaser at least five (5) Business Days before such Deferred Closing. Within ten (10) Business Days following the Deferred Closing Date, LivaNova shall, or shall cause the applicable subsidiary to, reimburse to Purchaser an amount equal to the relevant required local payment in U.S. dollars, by wire transfer of immediately available funds to the bank account to be designated by Purchaser in a written notice delivered to LivaNova at least five (5) Business Days before such Deferred Closing. For all Tax purposes, Purchaser and (iii) Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositPurchase Price unless otherwise required by applicable Law.

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(c)the contrary herein, Article XII or Section 13.2if, as of the Closing, the closing date is deferred with respect French Put Option Exercise has not occurred, then, notwithstanding anything to an Acquired Propertythe contrary in this Agreement and subject to the remainder of this Section 2.12, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the French Entity (the “French Deferred Properties.” This Agreement Purchased Entity”) shall not be deemed amended, without any further action on any parties’ part, as follows transferred to Purchasers at the Closing (but the Closing shall otherwise occur with respect to the Purchased Entities (other than the French Deferred Properties: Purchased Entity), Purchased Assets (aother than Purchased Assets held by the French Deferred Purchased Entity and, in the event of an Australian Deferred Closing, other than Purchased Assets held by the Australian Seller) Following and Assumed Liabilities (and, in the event of an Australian Deferred Closing, other than the Assumed Liabilities of the Australian Seller)). Notwithstanding anything to the contrary herein, if, as of the Closing, the Allocated Deposit for each Purchasers have not obtained Permits substantially equivalent to the Licence To Sell Or Supply By Wholesale Poisons Or Controlled Substances (Other Than Schedule 8 or Schedule 9 Poisons) (Licence No. 00000000) issued on 25 March 2024 and granted to Australia Seller from the Department of Health, being the competent Governmental Entity in the State of Victoria (the “Australian Permits”), then, notwithstanding anything to the contrary in this Agreement and subject to the remainder of this Section 2.12, the Australian Business (the “Australian Deferred Property Business”) shall not be transferred to Purchasers at the Closing (but the Closing shall otherwise occur with respect to the Purchased Entities, Purchased Assets (other than Purchased Assets held by the Escrow Agent under Australian Seller) and Assumed Liabilities (other than the Indemnification Escrow Agreement Assumed Liabilities of the Australian Seller)) (receipt by the Purchasers of the Australian Permits is referred to herein as the “Australian Condition”). Subject to the French Put Option Exercise occurring before the expiry of the Option Period in accordance with the terms of the French Put Option Agreement, the French Deferred Purchased Entity shall be transferred to Purchasers on the fifth (5th) Business Day following the French Put Option Exercise (the “French Deferred Closing” and such date, the “French Deferred Closing Date”) with respect to the French Deferred Closing Jurisdiction. From and after the Closing, Purchasers shall, and shall cause their respective Affiliates to, use reasonable best efforts to obtain, or cause to be obtained, the Australian Permits. The Australian Deferred Business, including the Purchased Assets held by the Australian Seller and the Assumed Liabilities of the Australian Seller, shall be transferred to Purchasers on the fifth (5th) Business Day following satisfaction or waiver by Purchasers of the Australian Condition (such closing, the “Australian Deferred Closing” and such date, the “Australian Deferred Closing Date”) with respect to the Australian Deferred Closing Jurisdiction. In no event shall the Closing Purchase Price payable by Purchasers at the Closing or the Final Purchase Price be reduced or deferred in respect of the French Deferred Purchased Entity or the Australian Deferred Business, it being understood, for the avoidance of doubt, that the Cash Amounts, Indebtedness, Transaction Expenses and Working Capital of or relating to the French Deferred Purchased Entity and of or relating to the Australian Deferred Business, each as of the Measurement Time, will be included in determining the Closing Cash Amounts, the WC Adjustment Amount, the Closing Indebtedness and the Transaction Expenses pursuant to Section 2.9. For purposes of Article X only and subject to the terms Deferred Closing, Purchasers shall be deemed to have assumed the Assumed Liabilities of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal or relating to the Deposit multiplied by French Deferred Purchased Entity and the fraction of (x) Australian Deferred Business on the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceClosing Date. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less if any, (i) Purchasers shall deliver to Seller (on behalf of the Allocated Deposit, subject relevant Seller Entity) the documents or other deliverables required to be delivered pursuant to Section 2.8(a) to the terms extent related to the French Deferred Purchased Entity or the Australian Deferred Business and not previously delivered to Seller (on behalf of this Agreement the relevant Seller Entity) at the Closing, and (ii) Seller shall, and shall cause the “Escrowed relevant Seller Entity to, deliver to Purchasers the documents or other deliverables required to be delivered pursuant to Section 2.8(b) to the extent related to the French Deferred Consideration”)Purchased Entity or the Australian Deferred Business and not previously delivered to Purchasers at the Closing, in each case as applicable. (c) Subject In respect of the French Deferred Purchased Entity and the Australian Deferred Business, Purchasers and Seller shall continue to Section 6.20(c) and Article XIIcomply through the Deferred Closing Date, Seller and Buyer shall set a new closing date solely with respect to any such French Deferred Property (Purchased Entity and Australian Deferred Business, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the “Deferred Closing Date”)Closing, including the covenants of Seller contained in Section 5.2 and the covenants of the parties contained in Section 5.1. (d) Each such Deferred Property shall continue to be subject to all 14. Section 2.15 of the terms Purchase Agreement is hereby amended and conditions of this Agreement restated in its entirety as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.follows:

Deferred Closings. If pursuant Title to Section 6.20(c)each Talisman Deferred Parcel or Transferor's Deferred Parcels (subject to the Transferor's Reservations) shall, Article XII at the option of the Party entitled to receive such Deferred Parcel, be conveyed: (i) within fifteen (15) days after such Party's receipt of the applicable Notice of Completion; or Section 13.2(ii) at an earlier date designated by such Party, or such later date as such Party and the closing date transferring Party shall agree. Title to any Talisman Deferred Parcel which is deferred with respect to an Acquired Property, then such Acquired a part of the Talisman Lower Ranch Real Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amendedconveyed, without any further action on any parties’ part, as follows with respect pursuant to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Propertythe Talisman Agreement, to the District subject to the Talisman Lower Ranch Reservations, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of at the Deferred Closing Date allocable of any such Talisman Deferred Parcel, Talisman shall execute an Assignment and Assumption of Reservation in favor of the applicable Transferor or its designee, as identified on EXHIBIT B and such Transferor or its designee and the District shall execute an Amendment Number One to Talisman Lower Ranch Reservation in the form attached hereto as EXHIBIT E-8. Title to the Seller or as otherwise adjusted Talisman Lower Ranch Deferred Parcels shall be conveyed, pursuant to the terms and conditions of this the Talisman Agreement, to the District; provided, however, if the applicable Transferor or Transferors timely elect to exercise their option, pursuant to the Talisman Lower Ranch Deferred Parcels Option Agreement (attached hereto as EXHIBIT P, to include some or all of the “Talisman Lower Ranch Deferred Closing Cash Consideration”)Parcels in such Transferors' or its designees' Talisman Lower Ranch Reservations, (ii) then to the Closing Date extent of such election, the Talisman Lower Ranch Deferred Parcels shall be conveyed to the District subject to the Talisman Lower Ranch Reservations. At the Deferred Closing Date of any Talisman Lower Ranch Deferred Parcel with respect to which such Transferor has exercised such election, Talisman shall execute an Assignment and (iiiAssumption of Reservation in favor of the applicable Transferor or its designee identified on in the Talisman Lower Ranch Deferred Parcels Option Agreement, and such Transferor or its designee and the District shall execute an amendment to the Talisman Lower Ranch Reservation adding such Talisman Lower Ranch Deferred Parcel(s) to the liquidated damages definition of "Property," as defined in the Talisman Lower Ranch Reservations, and subjecting such Talisman Lower Ranch Deferred Parcel(s) to the terms thereof. The Seventh Day Baptist Lease shall be assigned to TNC pursuant to Section 10.2(b) shall the terms and conditions of the Talisman Agreement. Prerequisites and procedures applicable by this Agreement to the Closing shall, unless specifically excepted in this Agreement, be the Allocated Depositdeemed to apply to every Deferred Closing.

Deferred Closings. If (a) Notwithstanding anything herein to the contrary, if (i) any (x) consent, approval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, consent, approval or action of any Governmental Authority or third party, in each case set forth on Section 2.5(a) of the Disclosure Schedules, shall not have been obtained or completed by the Closing Date or (ii) the Purchaser has not been able to form a legal entity in any jurisdiction that is necessary for the acquisition of Transferred Assets in such jurisdiction or the employment of Business Employees in such jurisdiction and (iii) in either of the cases described in clauses (i) and (ii) the Closing is required to be held as provided in Section 2.1, then the transfer of the Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such consent, approval, obligation, filing or action has not been obtained or completed (each, a “Deferred Jurisdiction”) (such Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Closing Date, but shall instead occur as set forth in this Section 2.5 and the Disapplied Provisions shall not apply to the Deferred Business as of the Closing. In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed to exclude the Deferred Business, (B) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in the Deferred Jurisdiction, (C) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in the Deferred Jurisdiction and (D) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in the Deferred Jurisdiction, in each case, as of the Closing. (b) The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the third Business Day after the relevant consent, approval, obligation, filing or action in such Deferred Jurisdiction has been obtained or completed. The parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after the Closing Date (the date on which the Deferred Transfer occurs, the “Local Closing Date”) in accordance with this Section 2.5. For the avoidance of doubt, the Closing Date shall not be delayed as a result of any Deferred Transfer and there shall be no change in the amount paid at the Closing pursuant to Section 6.20(c), Article XII or Section 13.21.5 as a result of any Deferred Transfer. At the closing of each Deferred Transfer, the closing date is deferred with respect relevant members of the Seller Group, on the one hand, and the Purchaser or an Affiliate of the Purchaser, on the other, shall execute and deliver the Local Transfer Agreement pertaining to an Acquired Propertysuch Deferred Jurisdiction. Notwithstanding that legal title to the Deferred Businesses will not be transferred to the Purchaser on the Closing Date, then all provisions of this Agreement (including the calculation of Closing Working Capital, Closing Cash and Transferring Indebtedness) shall apply to the parties as though such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties transfer occurred at the “Deferred Properties.” This Agreement shall be deemed amendedClosing, without except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any further action on of its Affiliates makes any parties’ partrepresentation or warranty of any kind whatsoever, as follows whether express or implied, at Law or in equity, with respect to the Deferred Properties: (a) Following Businesses, other than as set forth in Article III of this Agreement and then only as of the Closingdate of this Agreement and as of the Closing Date, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to in accordance with the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject From and after the Closing, and until the Deferred Transfer, each Deferred Business (including all Cash generated with respect thereto) will be held for the Purchaser’s (or its designated Affiliate’s) benefit and account and will be managed and operated by the Seller Group for the Purchaser’s (or its designated Affiliate’s) benefit and account, including, for the avoidance of doubt, all items of income, gain and loss, all Tax expense and Tax benefit (on a net basis, to Section 6.20(c) the extent actually used by the Seller Group in the taxable year in which the Deferred Transfer occurs or either of the two Tax years immediately subsequent thereto), and Article XIIany such net amount (taking into account all such items of income, Seller gain, loss, Tax expense, and Buyer shall set a new closing date Tax benefit with respect to any such Deferred Property Business) shall, promptly following the applicable Deferred Transfer, (i) be paid over to the Purchaser by the Seller or its Affiliate, if such net amount is a positive amount or (ii) be reimbursed by the Purchaser or its Affiliate to the Seller, if such net amount is a negative amount. The Seller shall deliver to the Purchaser a statement reflecting its calculation of such net amount in reasonable detail promptly following the applicable Deferred Transfer (each, a “Deferred Closing DateTransfer Statement”). In the event that the Purchaser does not agree with a Deferred Transfer Statement as proposed by the Seller and provides the Seller with written notice of such disagreement, and the basis for such disagreement, within twenty (20) Business Days after delivery of the proposed Deferred Transfer Statement, the Purchaser and the Seller shall negotiate in good faith to resolve any differences, provided that, if the Purchaser does not provide such written notice within twenty (20) Business Days after delivery of the proposed Deferred Transfer Statement, the proposed Deferred Transfer Statement shall become the final Deferred Transfer Statement applicable to such Deferred Transfer. In the event that the Purchaser and the Seller are unable to resolve any differences within forty-five (45) days after delivery of the proposed Deferred Transfer Statement by the Seller to the Purchaser, the parties shall retain a mutually acceptable national accounting firm to determine the final Deferred Transfer Statement applicable to such Deferred Transfer. The fees and expenses of such accounting firm shall be borne equally by the Purchaser and the Seller, and the decision of such firm shall be final and binding on the parties. Any such payment pursuant to this Section 2.5(c) shall be treated as a decrease in the Purchase Price (in the case of a payment to the Purchaser) or an increase in the Purchase Price (in the case of a payment to the Seller) and, to the extent the final Allocation Schedule has been agreed as provided in Section 2.4 at the time of any such payment, the portion of the Purchase Price allocated to such Deferred Business shall be decreased (but not below zero) or increased accordingly. (d) Each such Deferred Property shall continue to be subject to all of During the terms period from the Closing Date through (and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (iincluding) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Local Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash ConsiderationInterim Period”), the Seller shall cause each Deferred Business to be operated on a basis consistent with past practice (iiand accounted for in a manner consistent with 2017, including the treatment of allocated costs and related party transactions) or, unless prohibited by applicable Law, otherwise in such manner as the Purchaser shall reasonably request. (e) Except to the extent relating to or arising out of gross negligence or willful misconduct by a member of the Seller Group, the Purchaser will indemnify and hold harmless the Seller Group from and against any and all Losses which the Seller Group may incur or suffer, and any and all Taxes, to the extent such Losses or Taxes arise out of or as a result of the Seller Group’s post-Closing Date shall be the direct or indirect ownership, management or operation of each Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositBusiness.

Deferred Closings. If pursuant (a) Notwithstanding anything herein to the contrary, if (i) all of the conditions of Article VI to the extent relating to the Principal Jurisdictions have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Principal Closing) and (ii) any (x) consent, approval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, consent, approval or action of any Governmental Authority or third party, in each case, set forth on Section 6.20(c2.5(a) of the Disclosure Schedules (each such consent, approval, obligation, filing or action, an “Ancillary Jurisdiction Approval”), Article XII shall not have been obtained or Section 13.2, completed by the closing date is deferred with respect time such conditions are satisfied or waived (other than those conditions that by their terms are to an Acquired Propertybe satisfied at the Principal Closing), then the transfer of the Transferred Parent Equity Interests, Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Acquired Property Ancillary Jurisdiction Approval has not been obtained or completed (each, a “Deferred Jurisdiction”) (such Transferred Parent Equity Interests, Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Principal Closing Date, but shall instead occur as set forth in this Section 2.5 and the Disapplied Provisions shall apply to the Deferred Business as of the applicable Deferred Closing Date and not as of the Principal Closing Date. In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed a to exclude such Deferred Business, (B) the term “Deferred PropertyTransferred Equity Interests” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amendedto exclude the Transferred Equity Interests in such Deferred Jurisdiction, without any further action on any parties’ part(C) the term “Transferred Parent Equity Interests” shall be deemed to exclude the Transferred Parent Equity Interests in such Deferred Jurisdiction, (D) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in such Deferred Jurisdiction, (E) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (F) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in such Deferred Jurisdiction, in each case, as follows with respect of the Principal Closing (and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Properties: (a) Following Business and the ClosingTransferred Equity Interests, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of Transferred Parent Equity Interests, Transferred Assets, Assumed Liabilities and Transferred Employees in such Deferred Property over (y) Jurisdictions on and following the Initial Purchase Priceapplicable Deferred Closing Date). (b) At The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the Closing, Escrow Agent shall retain a portion first (1st) day of the Closing Cash Consideration equal month immediately following the date on which (i) the relevant Ancillary Jurisdiction Approval has been obtained or completed (each such closing, a “Deferred Closing”) and (ii) the other conditions to the Allocated Asset Value obligations of the Deferred Property Purchaser and the Seller under Section 6.4 to be held under the Indemnification Escrow Agreement and applied towards the purchase of extent relating to the applicable Deferred Property Jurisdiction have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the applicable Deferred Closing); provided that, less if such day is not a Business Day in the Allocated Depositapplicable Deferred Jurisdiction, subject then such Deferred Transfer shall take place on the first (1st) Business Day thereafter, though in accordance with Section 2.2, the Deferred Transfer shall be deemed effective as of 12:01 a.m., local time in such Deferred Jurisdiction, on the first (1st) day of the month. The parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after the terms of this Agreement Principal Closing Date (the “Escrowed date on which the Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XIITransfer occurs, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such in accordance with this Section 2.5. For the avoidance of doubt, the Principal Closing Date shall not be delayed as a result of any Deferred Property Transfer and there shall continue be no change in the amount paid at the Principal Closing pursuant to Section 1.5 as a result of any Deferred Transfer. Notwithstanding that legal title to the Deferred Businesses will not be subject transferred to the Purchaser on the Principal Closing Date, all of the terms and conditions provisions of this Agreement (including the calculation of Closing Working Capital, Closing Cash, Transferring Indebtedness and Transaction Expenses) shall apply to the parties as if it were an Acquired Propertythough such transfer occurred at the Principal Closing, and all obligations and rights except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any of Seller its Affiliates makes any representation or warranty of any Subsidiary and Buyer kind whatsoever, whether express or implied, at Law or in equity, with respect to the Deferred Property shall continue under Businesses, other than as set forth in Article III of this Agreement and the certificates delivered pursuant to Section 2.3(c) and Section 6.2(c) and, except with respect to the certificates delivered pursuant to Section 2.3(c), then only as of the date of this Agreement and as of the Principal Closing Date, in accordance with the terms of this Agreement, mutatis, mutandis, except that . (ic) During the period from the Principal Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of Date through (and including) the Deferred Closing Date allocable (the “Interim Period”), each Deferred Business will be held for the Purchaser’s (or its designated Affiliate’s) benefit and account and will be managed and operated by a member of the Seller Group for the Purchaser’s (or its designated Affiliate’s) benefit and account, including, for the avoidance of doubt, all items of income, gain and loss, which shall be calculated as set forth on Section 2.5(c) of the Disclosure Schedules, and (i) any such income or gain attributable to the Deferred Business shall be paid over to the Purchaser by the Seller or as otherwise adjusted pursuant to its Affiliate promptly upon the terms request of this Agreement (the “Deferred Closing Cash Consideration”), Purchaser and (ii) the Closing Date Purchaser or its Affiliate shall reimburse and/or indemnify and hold harmless the Seller or its Affiliate for any such loss attributable to the Deferred Business promptly upon the request of the Seller (and any such Losses shall be deemed to be Assumed Liabilities for purposes of, and subject to the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.limitations in, Article

Deferred Closings. If pursuant to Section 6.20(c), Article XII 3.2 or Section 13.25.3.2, the closing date is deferred with respect to an Acquired a Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This 13106722_20.doc 10 Agreement shall be deemed amended, without any further action on any parties’ party’s part, as follows with respect to the Deferred Properties: (a) 5.4.1. Following the Closinginitial Closing (and any subsequent Closing of less than all of the Deferred Properties), the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement an escrow agreement reasonably acceptable to Seller and Buyer and subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion No funds on account of the Closing Cash Consideration equal to the Allocated Asset Value of purchase price for the Deferred Property to Properties shall be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less escrowed other than the Allocated Deposit, subject . 5.4.1. Seller shall use diligent and continuous efforts to cure each Other Defect and Deficiency with respect to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Properties as soon as possible. Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”), which date shall be no later than ten (10) Business Days after Seller cures the applicable Other Defect or Deficiency. In the event that, despite using diligent efforts, Seller fails to effect such cure on or before the date that is two hundred seventy (270) days after the initial Closing Date, Buyer may elect to (A) terminate this Agreement with respect to the applicable Deferred Property, and the applicable Allocated Deposit shall be immediately returned to Buyer and neither party shall have any further obligation or liability under this Agreement except as otherwise expressly provided hereunder or (B) if agreed to by Seller, proceed to close on such Property with a credit against the Purchase Price in an amount (to be reasonably agreed upon by Buyer and Seller) equal to the reduction in the value of the Portfolio resulting from the uncured Other Defect or Deficiency, in which event Buyer shall accept title to such Deferred Property subject to such Other Defect or Deficiency. (d) 5.4.2. Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired a Property, and all obligations and rights of Seller or any Selling Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutatis mutandis, except that (i) the Closing Cash Consideration Purchase Price for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable pursuant to the Seller Section 12 below or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash ConsiderationPurchase Price”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages for Buyer’s failure to close with respect to such Deferred Property pursuant to Section 10.2(b) 14.2 below shall be the Allocated Deposit for such Deferred Property. At the Closing for the Deferred Property, Buyer shall pay to Seller the Deferred Closing Purchase Price, less the Allocated Deposit.

Deferred Closings. If pursuant (a) Subject to the second proviso set forth in Section 6.20(c)2.5, Article XII or Section 13.2if, at any time and from time to time, all of the closing date is deferred conditions to a Closing with respect to an Acquired Propertya Target Business Segment specified in Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Acquired Property shall be deemed Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows Closing”) with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property Target Company shall be held by deferred until the Escrow Agent under first Specified Closing Date on which all of the Indemnification Escrow Agreement subject conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceTarget Company. (b) At the Closing, Escrow Agent The obligation of Purchaser to consummate any Deferred Closing shall retain a portion of the Closing Cash Consideration equal be subject to the Allocated Asset Value of fulfillment, at or prior to the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase date of the applicable Deferred Property Closing, of each of the following conditions: (i) all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the covenants and agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 6.2(a) shall have been satisfied or waived with respect to such Deferred Target Companies that are the subject of such Deferred Closing, less the Allocated Deposit, subject except that each reference in Section 6.2(a) to “Target Business Segment” shall refer to the terms group of this Agreement (Deferred Target Companies that are the “Escrowed subject of such Deferred Consideration”)Closing. (c) Subject The obligation of Parent to consummate any Deferred Closing shall be subject to the fulfillment, at or prior to the date of the applicable Deferred Closing, of each of the following conditions: (i) all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the covenants and agreements of Purchaser set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 6.3(a) shall have been satisfied or waived with respect to such Deferred Target Companies that are the subject of such Deferred Closing, except that each reference in Section 6.3(a) to “Target Business Segment” shall refer to the group of Deferred Target Companies that are the subject of such Deferred Closing. (d) No later than three Business Days prior to each Deferred Closing Date, Parent shall deliver to Purchaser an Estimated Closing Statement relating to the Deferred Target Companies that will be the subject of such Deferred Closing Date. Purchaser shall have an opportunity to review each Estimated Closing Statement and shall be provided reasonable access to the books, records and other relevant information of Parent and its Representatives to the extent reasonably necessary to review such Estimated Closing Statement. (e) At each Deferred Closing, if any, (i) Purchaser shall deliver to Parent any of the documents or other deliverables required to be delivered by Parent pursuant to Section 6.20(c2.6 to the extent related to the Deferred Target Company and not previously delivered to Parent at an earlier Closing (including any amounts payable pursuant to Section 2.6(a)(i)) and Article XII(ii) Parent shall deliver to Purchaser any of the documents or other deliverables required to be delivered by Parent pursuant to Section 2.6 to the extent related to the Deferred Target Company and not previously delivered to Purchaser at a previous Closing. (f) Unless the context otherwise clearly requires, Seller references in this Agreement (i) to “Closing”, “Closing Date”, “Subject Company” and Buyer shall set a new closing date “Target Business Segment” shall, with respect to any Deferred Property (Target Company, be deemed to refer to the “applicable Deferred Closing, Deferred Closing Date”), Deferred Target Company or Deferred Target Companies, respectively and (ii) “Closing Payment” shall, with respect to any Deferred Target Company, be deemed to refer to the sum of (A) the Estimated Net Asset Value in respect of such Deferred Target Company and (B) the Deferred Premium in respect of such Deferred Target Company. (dg) Each such Following each Deferred Property Closing Date, each Party shall take all actions contemplated to be taken by it in connection with a Closing Date pursuant to Section 2.3. (h) In respect of each Deferred Target Company, Parent and the Purchaser shall continue to be subject comply, to the extent reasonably practicable, through the applicable Deferred Closing Date, with all of the terms covenants and conditions of agreements contained in this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect that are required by their terms to be performed prior to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) Closing relating to the Closing Cash Consideration for extent related to such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositTarget Company.

Deferred Closings. If (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 3.2(d), the sale, conveyance, assignment, assumption, transfer or delivery, direct or indirect, of any interest in any Shares in the Conveyed Subsidiaries listed in Annex D-4 attached hereto, or any Purchased Asset located in the Deferred Asset Jurisdictions, and the assumption of Assumed Liabilities associated with such Purchased Assets (such Shares or Purchased Assets and Assumed Liabilities related to any Deferred Jurisdiction, the “Deferred Closing Items,” with that part of the Business operated by the applicable Conveyed Subsidiary or comprising the Purchased Assets and Assumed Liabilities in each Deferred Jurisdiction, being a “Deferred Closing Business”) (each, a “Deferred Closing”) shall occur (each, as such date may be extended pursuant to this Section 6.20(c3.2(a) or by mutual written agreement of the Parties, a “Deferred Closing Date”) on the later of (i) the Closing Date and (ii) a date mutually agreed upon by the Parties that shall be, for each Deferred Jurisdiction, no later than the date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto; provided, however, that (A) for each Deferred Jurisdiction listed on Annex D-1 attached hereto, if Purchaser has used commercially reasonable efforts to establish a local entity, as a Purchaser Designee, that is able to accept the transfer of the relevant Deferred Closing Items in compliance with the applicable Law of such Deferred Jurisdiction and permit such Purchaser Designee to legally conduct the Deferred Closing Business in the same manner as conducted by Seller Parent or its Affiliates as of the date of this Agreement (subject only to the Net Economic Benefit Agreement, the applicable Local Implementing Agreement and the ongoing provision of services under the Transitional Services Agreement and this Agreement (as applicable) at that time), Article XII (B) for each Deferred Jurisdiction listed on Annex D-2 and Annex D-3 attached hereto, if Purchaser has used commercially reasonable efforts to negotiate and execute an arrangement with a Purchaser Designee to provide for such Purchaser Designee to accept the transfer of the relevant Deferred Closing Items on terms acceptable to Purchaser, and (C) for each Deferred Jurisdiction listed on Annex D-5 attached hereto, if the Parties have met their obligations to work together in good faith to satisfy any notice or Section 13.2consultation obligations to any employee representatives, works councils or health and safety committees in order to enable the closing date is deferred relevant Purchaser Designee or Conveyed Subsidiary (as applicable) to continue the employment of the Deferred Transfer Employees in such Deferred Jurisdiction but, in each case of clauses (A), (B) and (C), due to delays of the applicable Governmental Authority in such Deferred Jurisdiction (including with respect to an Acquired Propertyobtaining any required Governmental Authorizations) or other delays that the Parties are not able to overcome by commercially reasonable efforts, or in the event Purchaser or the relevant Purchaser Designee is not ready to consummate such Deferred Closing by the date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, then Purchaser may, upon advance written notice to Seller Parent no less than one (1) month prior to the Deferred Closing Date set forth opposite such Acquired Property Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, extend the date set forth opposite each such Deferred Jurisdiction for an additional period not to exceed three (3) months from the date set forth opposite each such Deferred Jurisdiction. Seller Parent acknowledges that Purchaser may amend Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto in order to move any Deferred Jurisdiction from one annex to another, provided that Seller Parent shall have consented to such amendment in writing (such consent not to be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to the relevant Deferred Closing Date. If the Deferred Closing of any Deferred Closing Item shall not have occurred at or prior to the applicable Deferred Closing Date, and it becomes apparent to Seller Parent or Purchaser that the Deferred Closing is not reasonably likely to occur on or prior to the Deferred Closing Date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, then either Seller Parent or Purchaser may, by delivery of written notice to the other Party no later than one (1) month prior to the applicable Deferred Closing Date, request that the Parties expeditiously identify and agree upon alternative means or structures by which any remaining Deferred Closing Items, portion(s) of the Deferred Closing Business and/or the benefits and Liabilities thereof may be transferred (or otherwise made available) to Purchaser (or its Affiliates or nominees), and Seller Parent, at Purchaser’s sole cost (other than with respect to Transfer Taxes, which shall be deemed a “Deferred Property” and collectively governed by Section 6.6(h)), shall effect, or shall cause to be effected, such transfer by such alternative means or structure as Purchaser may request; provided, that no Seller Indemnified Party shall have any Liability, whether to Purchaser, any third party or otherwise, arising out of, resulting from or that exist due to such alternative means or structure (other than with all other deferred Acquired Properties the “Deferred Properties.” This Agreement respect to Transfer Taxes, which shall be deemed amendedgoverned by Section 6.6(h)); provided, without further, that if no such agreement on alternative means or structures with respect to any further action on any parties’ partDeferred Closing Items is reached between the Parties by the applicable Deferred Closing Date, as follows Seller Parent may commence a Local Wind Down with respect to the applicable Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject Closing Items pursuant to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceSection 3.2(d). (b) At the each Deferred Closing: (i) The Parties shall execute and deliver, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property or cause to be held under executed and delivered, such documents and instruments as may be reasonably necessary (including, as applicable, the Indemnification Escrow Agreement and applied towards Local Implementing Agreements) to evidence the purchase transfer of the applicable Deferred Property Closing Items to Purchaser or the Purchaser Designee. (ii) In the case of any Deferred Closing Business with respect to which the applicable Local Implementing Agreements provide for a local purchase price to be paid locally (including, if applicable, in the applicable local currency) ("Local Purchase Price"), which shall be equal to the USD amount or local currency equivalent, as applicable, of the applicable portion of the Cash Consideration paid at the Closing attributable to such Deferred Closing Business, as determined pursuant to the Closing Asset Allocation Schedule or, if the Closing Asset Allocation Schedule is not yet available at the time, as determined by Deloitte Transactions and Business Analytics LLP as part of the process of preparing the Closing Asset Allocation Schedule and Appraisal Report (the “USD Payment Amount”), promptly upon Seller Parent’s receipt of confirmation that the applicable wire transfer has been initiated by Purchaser or the applicable Purchaser Designee for payment of the applicable Local Purchase Price by Purchaser or the Purchaser Designee to Seller Parent or its Affiliates pursuant to the applicable Local Implementing Agreements on the applicable Deferred Closing Date, Seller Parent shall promptly pay to Purchaser a cash amount in USD equal to the applicable USD Payment Amount, by means of a wire transfer of immediately available funds to such account or accounts as designated by Purchaser in writing to Seller Parent not less than three (3) Business Days prior to the Deferred Closing Date (and in no event later than three (3) Business Days after such written designation). For the avoidance of doubt, the exchange rate applicable to such payments shall be determined using the General Payment Conversion Rate. For the avoidance of doubt, the Closing Payment shall be delivered by Purchaser to Seller Parent on the Closing Date, in accordance with Section 3.1(c), notwithstanding (A) that the consummation of the sale and purchase of Deferred Closing Items will not occur as of the Closing Date, as set forth in Section 3.2(a), and (B) the deferred transfer of the Customer Care and Contracting Function contemplated by Section 3.2(f). If any Deferred Closing is later than the Closing, then, with respect to the applicable Deferred Closing Business, during the period between the Closing and such Deferred Closing, less (i) the Allocated Depositbenefits and burdens of such Deferred Closing Business shall be for the account of Purchaser, with Purchaser treated as the beneficial owner of all applicable Purchased Assets and Assumed Liabilities, (ii) all income, losses, proceeds, receivables or other monies generated by such Deferred Closing Business, or received by Seller Parent or any of its Affiliates for, or on behalf of, such Deferred Closing Business, shall be held in trust for the account of, and the net profits (if any) paid to, or the net losses (if any) incurred by, Purchaser or its Affiliates, as applicable, notwithstanding any other provision in this Agreement to the contrary, in accordance with the Net Economic Benefit Agreement, (iii) Seller Parent or any of its Affiliates shall use commercially reasonable efforts to (x) conduct the Deferred Closing Business in all material respects in the ordinary course of business consistent with applicable Laws and past practices (including, among other things, making no material changes to practices related to commercial strategy, such as contracting scope, pricing policy, promotions, marketing materials, unless otherwise agreed between the Parties), (y) maintain and preserve intact the Deferred Closing Business in all material respects, taking into account, among other things, the completion of the sale of assets and stock in respect of the Business on the Closing Date pursuant to Section 3.1; provided, however, that "ordinary course" operations of the Deferred Closing Business in each Deferred Jurisdiction shall not be the same as prior to the Closing Date (by reason of the transactions consummated on the Closing Date pursuant to Section 3.1 and the impact thereof) and neither Seller Parent nor any of its Affiliates shall have any responsibility to, or liability for, failure to operate the Deferred Closing Business in the ordinary course, consistent with past practice, by reason of any change resulting from the transactions consummated on the Closing Date pursuant to Section 3.1 (except as set forth in this Section 3.2(c)), (iv) subject to any restrictions imposed under applicable Law, Purchaser and its Affiliates and Purchaser Designees shall provide, at Purchaser’s sole expense, Sellers in each Deferred Jurisdiction with all of the support necessary or reasonably requested by such Seller to conduct the Deferred Closing Business in accordance with the terms of this Agreement Section 3.2(c) (including, among other things, supplying products and providing access to services by, and rights with respect to, assets transferred to Purchaser or its Affiliates on the “Escrowed Closing Date), and (v) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser and its Representatives to have reasonable access, during regular normal business hours, to the books and records of the Deferred Consideration”)Closing Business and to all personnel, offices and other facilities and properties of the Deferred Closing Business and to furnish any information in respect of the Deferred Closing Business as may be reasonably requested by Purchaser or its Representatives. (c) Subject In the event that a Deferred Closing for any Deferred Jurisdiction does not occur on or before the applicable Deferred Closing Date, as it may be extended pursuant to Section 6.20(c) 3.2(a), then all obligations of Purchaser and Article XIIits Affiliates and Seller Parent and its Affiliates under the Net Economic Benefit Agreement shall cease immediately upon the applicable Deferred Closing Date for such Deferred Jurisdiction, as it may be extended pursuant to Section 3.2(a), and as of such date in such jurisdiction, Seller and Buyer Parent, in its sole discretion, shall set a new closing date with respect have the right to any either (i) commence the winding down of the Deferred Property Closing Business for such Deferred Jurisdiction (the “Local Wind Down”) in a manner that Seller Parent deems reasonable, and all costs incurred by Seller Parent or any of its Affiliates to the extent arising out of, related to or otherwise incurred in connection with such Local Wind Down shall be borne and/or reimbursed by Purchaser, or (ii) continue to operate the Deferred Closing DateBusiness and/or sell, convey, assign and transfer the Deferred Closing Business or any of the Deferred Closing Items for such Deferred Jurisdiction (such sale, conveyance, or transfer a “Alternative Deferred Transfer”)) to a third party distributor (a “Third Party Designee”) selected by Seller Parent in its sole discretion; provided any net proceeds received by Seller Parent or its Affiliates as a result of any Local Wind Down or Alternative Deferred Transfer shall be provided to Purchaser. (d) Each such Subject to any restrictions imposed under applicable Law, in the event that a Deferred Property Closing for any Deferred Jurisdiction does not occur on or before the applicable Deferred Closing Date, Purchaser and its Affiliates and Purchaser Designees shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) provide (at Purchaser’s sole expense) in each applicable Deferred Jurisdiction all support necessary or reasonably requested by the Seller Parent or any applicable Third Party Designees to conduct the applicable Deferred Closing Business (including, among other things, supplying products and providing access to services by, and rights with respect to, assets transferred to Purchaser or Purchaser Designees on the Closing Cash Consideration for such Date or on any prior Deferred Property shall be Closing Date), and (ii) bear all costs and liabilities arising from the Allocated Asset Value operation of such the applicable Deferred Property as adjusted Closing Business, other than in the event Seller Parent elects its rights under Section 3.2(c)(ii). (e) For the avoidance of doubt, the management and operation of any Deferred Closing Business by Seller Parent or any of its Affiliates or any Third Party Designees following the amount of Prorated Items as of Closing Date, or the Deferred Closing Date allocable Date, as applicable, contemplated by this Section 3.2 and the Net Economic Benefit Agreement, shall not be deemed a violation or breach of Section 6.14 or Section 6.15 of this Agreement. Nothing in this Section 3.2 shall be deemed to lengthen or extend the obligations set forth in Section 6.14 or Section 6.15, which shall expire as set forth therein. (f) The Parties agree that, notwithstanding anything to the contrary set forth herein, the conveyance, assignment and transfer of Deferred Transfer Customer Care and Contracting Employees and assets used by such employees in performing customer care and contracting services for the Business (the “Customer Care and Contracting Function”) shall not take place on the Closing Date but shall take place upon April 30, 2017 (“Deferred Customer Care and Contracting Function Transfer Date”). Between the Closing Date and the Deferred Customer Care and Contracting Function Transfer Date, Seller Parent or as otherwise adjusted its applicable Affiliates shall operate the Customer Care and Contracting Function pursuant to the terms set forth in the Transitional Services Agreement and Purchaser shall, or shall cause the applicable Purchaser Designee to, accept the conveyance, assignment and transfer of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be Customer Care and Contracting Function on the Deferred Closing Date Customer Care and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositContracting Function Transfer Date.

Deferred Closings. If pursuant (a) Notwithstanding anything in this Agreement to Section 6.20(c)the contrary, Article XII or Section 13.2, if (i) the closing date is deferred Conditions Satisfaction Date has occurred and (ii) with respect to a jurisdiction, (x) any applicable Ancillary Restructuring has not been completed, (y) any applicable NewCo Entity or Local Branch Jurisdiction (as such term is defined in the Master Steps Plan) formed or incorporated in such jurisdiction has not implemented payroll and benefit services (“Ancillary Payroll Services”) or (z) a Regulatory Approval set forth on Section 5.1(l) of the Seller Disclosure Schedules (each such Regulatory Approval, an Acquired Property“Ancillary Regulatory Approval”) shall not have been obtained, then (A) the Closing shall proceed in accordance with Section 2.1, as modified by this Section 2.18, without reduction to the Estimated Purchase Price payable at 39 the Closing, and (B) the transfer of the NewCo Equity Interests, Purchased Assets and the Business Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Acquired Property shall be deemed Ancillary Restructuring, Ancillary Payroll Services or Ancillary Regulatory Approval has not been completed, implemented or obtained (each, a “Deferred Property” Jurisdiction”) (such NewCo Equity Interest, Purchased Assets, Business Employees and collectively with all other deferred Acquired Properties the Assumed Liabilities, collectively, a “Deferred Properties.” This Agreement Business”) will not occur on the Closing Date, but shall be deemed amended, without any further action on any parties’ part, instead occur as follows with respect set forth in this Section 2.18 and the Disapplied Provisions shall apply to the Deferred Properties: Business as of the applicable Deferred Closing Date and not as of the Closing Date; provided that if the conditions set forth in Sections 2.18(h)(i)(A) and (aC) Following (and the Closingcondition set forth in Section 2.18(h)(i)(B) has not been satisfied) have been satisfied (or, to the Allocated Deposit for each Deferred Property shall be held extent permitted by the Escrow Agent under the Indemnification Escrow Agreement subject to applicable Law, waived), then, in lieu of implementing the terms of this AgreementSection 2.18, the Parties may determine that, at the Closing, (1) the applicable NewCo Equity Seller will sell, assign, transfer, deliver and convey to Purchaser (or one of its Affiliates), and Purchaser (or such Affiliate) shall purchase, acquire and accept from each such NewCo Equity Seller the applicable NewCo Equity Interests (free and clear of all Liens other than Liens created by Purchaser or any of the Transaction Documents at the Closing) held by such NewCo Equity Seller and (2) Seller (or an Affiliate of Seller) will provide transition services to the applicable NewCo Entity under which payroll and benefits services will be provided to such NewCo Entity. The In respect of the Disapplied Provisions, (A) the term “Allocated DepositGES Business” shall be deemed to exclude such Deferred Business, (B) the term “NewCo Equity Interests” shall be deemed to exclude the NewCo Equity Interests in such Deferred Jurisdiction (for the avoidance of doubt, this shall not include India NewCo, U.K. NewCo or U.S. NewCo), (C) the term “Purchased Assets” shall be deemed to exclude the Purchased Assets in such Deferred Jurisdiction, (D) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (E) the term “Business Employees” shall be deemed to exclude the Business Employees in such Deferred Jurisdiction, in each case, as of the Closing (and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Property Business and the NewCo Equity Interests, Purchased Assets, Assumed Liabilities and Business Employees in such Deferred Jurisdictions on and following the applicable Deferred Closing Date). Notwithstanding anything in this Agreement to the contrary, in the event that the U.K. NewCo Equity Interests cannot be sold, assigned, transferred, delivered or conveyed to Purchaser (or one of its Affiliates) at the Closing in accordance with Section 2.3 as a result of any Ancillary Regulatory Approval, then the Parties shall, in good faith, use reasonable best efforts to implement a reasonable alternative arrangement pursuant to which such Ancillary Regulatory Approval shall not impede or restrict such sale, assignment, transfer, delivery or conveyance; provided that if no such reasonable alternative arrangement is available, such Ancillary Regulatory Approval shall, for all purposes of this Agreement be deemed to be a Required Regulatory Approval. Notwithstanding anything to the contrary set forth in this Agreement, the Continuation Period shall be the amount equal twelve (12) months following the Closing Date for all jurisdictions, irrespective of whether any jurisdiction is subject to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such a Deferred Property over (y) the Initial Purchase PriceTransfer pursuant to Section 2.18. (b) At The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the Closing, Escrow Agent shall retain a portion first (1st) day of the Closing Cash Consideration equal month immediately following the date on which (i) the relevant Ancillary Restructuring has been completed, the relevant Ancillary Payroll Services have been implemented or the relevant Ancillary Regulatory Approval has been obtained (each such closing, a “Deferred Closing”) and (ii) the other conditions to the Allocated Asset Value obligations of Purchaser and Seller under Section 2.18(h) to the Deferred Property extent relating to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property Jurisdiction have been satisfied or waived (other than those conditions which by their nature can only be satisfied at the Deferred Closing but subject to the satisfaction or waiver of those conditions at the Deferred Closing); provided that, less if such day is not a Business Day in the Allocated Depositapplicable Deferred Jurisdiction, subject then such Deferred Transfer shall take place on the first (1st) Business Day thereafter. The Deferred Closing will be deemed to have become effective at 12:01 a.m. New York City time on the terms of this Agreement Deferred Closing Date. The Parties shall use reasonable best efforts to ensure that any Deferred Transfer occurs as soon as reasonably practicable after 40 the Closing Date (the “Escrowed date on which the Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XIITransfer occurs, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”)) in accordance with this Section 2.18, including the Parties completing any applicable Ancillary Restructuring in respect of India NewCo and/or any Deferred Business to be transferred to a Local Branch Jurisdiction. For the avoidance of doubt, the Closing Date shall not be delayed as a result of any Deferred Transfer and there shall be no change in the amount paid at the Closing pursuant to Section 2.9(a) as a result of any Deferred Transfer. Notwithstanding that legal title to the Deferred Businesses will not be transferred to Purchaser on the Closing Date, all provisions of this Agreement (including the calculation of the Closing Date Net Working Capital Adjustment, the Closing Date Indebtedness, and the Transaction Expenses) shall apply to the Parties as though such transfer occurred at the Closing, except to the extent otherwise expressly provided in this Section 2.18. (c) At each Deferred Closing: (i) Purchaser shall deliver, or cause to be delivered, to Seller (or one or more Seller Entities designated by Seller) a counterpart signature page, duly executed by Purchaser, to the applicable Local Transfer Agreements relating to the NewCo Equity Interests, Purchased Assets or Assumed Liabilities being transferred or assumed at such Deferred Closing; (ii) Seller shall deliver, or cause to be delivered, to Purchaser, a counterpart signature page, duly executed by each applicable Seller Entity named as a party thereto, to the applicable Local Transfer Agreement relating to the NewCo Equity Interests, Purchased Assets or Assumed Liabilities being transferred or assumed at such Deferred Closing; and (iii) Seller shall deliver, or cause to be delivered, to Purchaser, instruments of transfer for transfer of the NewCo Equity Interests relating to the NewCo Entity being transferred at such Deferred Closing, if any. (d) Each During the period from the Closing Date through (and including) the applicable Deferred Closing Date (the “Interim Period”), each Deferred Business will be held for Purchaser’s (or its designated Affiliate’s) benefit and account and will be managed and operated by Seller or its Affiliates for Purchaser’s (or its designated Affiliate’s) benefit and account. In furtherance of the foregoing, each of Seller and Purchaser shall reasonably cooperate with each other, to the extent permitted by applicable Law, to provide transition services or establish an agency relationship, secondment arrangement or other similar arrangement reasonably acceptable to Purchaser and Seller under which (i) Purchaser would obtain, to the fullest extent practicable and not prohibited by any applicable Law, the claims, rights and benefits of any such Deferred Property Business (and Seller would enforce such claims, rights and benefits at the direction of and for the benefit of Purchaser) and (ii) Purchaser will assume and bear the costs and the corresponding Assumed Liabilities with respect to such Deferred Business, in each case, in accordance with this Agreement and pay, satisfy, perform or discharge when due any Assumed Liability arising thereunder, in each case, during the Interim Period. (e) During the Interim Period, subject to and as permitted by applicable Law, Seller shall continue use commercially reasonable efforts to cause each Deferred Business to be operated in the ordinary course, but in all cases, subject to all of the terms and conditions of this Agreement (including Section 5.1) and the other Transaction Documents. (f) In the event that, as if it were an Acquired Propertyof the Closing, the U.K. NewCo has been formed and all obligations incorporated but has not implemented payroll and rights of benefit services, Seller or any Subsidiary Affiliate of Seller shall provide local payroll or benefit services to U.K. NewCo on the same terms and Buyer with respect to conditions as mutually agreed between the Deferred Property shall continue under this AgreementParties, mutatisdirectly or indirectly, mutandisthrough a third-party 41 provider, except that (i) the Closing Cash Consideration for on a transitional services basis until such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted local payroll or benefits administration are established by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller U.K. NewCo. (g) The Parties hereby agree that they may amend or as otherwise adjusted pursuant to supplement the terms of this Agreement (the “Deferred Closing Cash Consideration”)Section 2.18 by mutual written consent, (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Depositincluding by e-mail.

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(c), Article XII or Section 13.2the contrary contained in this Agreement, the closing date is deferred with respect to an Acquired Propertysale, then such Acquired Property shall be deemed a “Deferred Property” assignment, transfer, conveyance, delivery and collectively with all other deferred Acquired Properties purchase of the Purchased Assets (the “Deferred Properties.” This Agreement shall be deemed amendedAssets”) located in the jurisdictions listed on Schedule 2.08(a) (the “Deferred Closing Countries”), without any further action on any parties’ part, as follows with respect and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject Closing Countries or relating to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) Assets shall not occur on the Initial Purchase PriceClosing Date. (b) At the ClosingThe sale, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value assignment, transfer, conveyance, delivery and purchase of the Deferred Property Assets, and the assumption of the Deferred Liabilities with respect to a Deferred Closing Country shall take place at a closing on the Distribution Country Transition Date (as defined in the Distribution Agreement) for such Deferred Closing Country (each such closing, a “Deferred Closing”) to be held under at the Indemnification Escrow Agreement offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New York time on such date, or at such other place or on such other date or at such other time, as BSC and applied towards the purchase Purchaser may mutually agree upon in writing (each day on which a Deferred Closing takes place, being a “Deferred Closing Date”); provided that if the Distribution Country Transition Date for any Deferred Closing Country is not scheduled to occur prior to the termination of the applicable Deferred Property at Distribution Agreement, the Deferred Closing, less Closing for each such Deferred Closing Country shall occur on the Allocated Deposit, subject to End Date (as defined in the terms of this Agreement (the “Escrowed Deferred Consideration”Distribution Agreement). (c) Subject to Section 6.20(c) At each Deferred Closing, the parties hereto shall, and Article XIIshall cause their respective Affiliates to, Seller execute and Buyer shall set a new closing date with deliver the applicable OUS Transfer Agreement in respect to any Deferred Property (of the “applicable Deferred Closing Date”). (d) Each Country and such Deferred Property shall continue other documents and instruments, as may be reasonably necessary to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to transfer the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Assets and Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.Liabilities in such

Deferred Closings. If pursuant to Section 6.20(c(i) If, as of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing Jurisdiction”), Article XII (i) there is an applicable Law then in effect or Section 13.2a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the closing date is deferred effect of making the Closing illegal or otherwise prohibiting its consummation with respect to an Acquired Propertysuch jurisdiction, then or (ii) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Company (the “Deferred Closing Governmental Approvals”) has not been obtained, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Acquired Property shall be deemed Transferred Company (a “Deferred Property” and collectively with all other deferred Acquired Properties Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the “Deferred Properties.” This Agreement Closing (but the Closing shall be deemed amended, without any further action on any parties’ part, as follows otherwise occur with respect to the Transferred Companies (other than any Deferred Properties:Transferred Companies)). Thereafter, each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”) with respect to such Deferred Transferred Company. In no event shall the Closing Purchase Price payable by Purchaser at the Closing or the Final Purchase Price be reduced or deferred in respect of any Deferred Transferred Company or any Subsidiary thereof; provided, that the Cash, Indebtedness and Working Capital of any Deferred Transferred Companies and any Subsidiary thereof will be included in determining the Closing Adjustments and the Post-Closing Adjustments as of the Effective Time pursuant to Sections 2.4 through 2.7. (aii) Following With respect to any Deferred Transferred Company, between the Closing Date and the applicable Deferred Closing Date, Purchaser and Parent shall, and Parent shall cause the Sellers to, (i) subject to applicable Law and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (A) Parent shall, and shall cause the Sellers or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits and burdens that would accrue to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of the Closing Date and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce any rights of the Deferred Transferred Company and its Subsidiaries that are available against any third party; (B) the Deferred Transferred Company or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt thereof, any income, proceeds and other monies received; and (C) Purchaser shall (I) as agent or subcontractor for the applicable Deferred Transferred Company and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of such Deferred Transferred Company and Subsidiaries and indemnify Parent and its Affiliates in respect of the foregoing, and (II) provide the Deferred Transferred Company and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.8(b); and (ii) the parties shall, to the extent permitted by Law, treat Purchaser as the owner of any such Deferred Transferred Company for Tax purposes as of the Closing Date. (iii) At each Deferred Closing, if any, (i) Purchaser shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(ii) to the extent related to the Deferred Transferred Company and not previously delivered to Parent (on behalf of the relevant Seller) at the Closing, and (ii) Parent shall, and shall cause the Allocated Deposit for each Deferred Property shall relevant Seller to, deliver to Purchaser the documents or other deliverables required to be held by the Escrow Agent under the Indemnification Escrow Agreement subject delivered pursuant to Section 2.3(b)(i) to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal extent related to the Deposit multiplied by Deferred Transferred Company and not previously delivered to Purchaser at the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceClosing. (biv) At In respect of each Deferred Transferred Company, Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply through the applicable Deferred Closing Date, solely with respect to such Deferred Transferred Company, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, Escrow Agent shall retain a portion including the covenants of the Closing Cash Consideration equal to Sellers contained in Section 5.4 and the Allocated Asset Value covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at Transferred Company until the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”)Closing Date. (cv) Subject Unless the context clearly requires otherwise, all references in this Agreement to Section 6.20(c) the “Closing” and Article XIIthe “Closing Date” shall, Seller and Buyer shall set a new closing date with respect to any Deferred Property (Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date”),” respectively. (d) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(c)the contrary contained herein, in the event that all of the conditions to the Closing set forth in Article XII VI have been satisfied (or Section 13.2, the closing date is deferred waived in writing) with respect to an Acquired Propertyall of the countries in which the Transferred Assets are physically located or from which the Business derived revenues in 2005, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties than one or more countries which in the aggregate contributed less than ten (10) percent of the Business’ 2005 revenues (the “Deferred Properties.” This Agreement Closing Countries”), based on the allocation of the Business’ 2005 revenues set forth on Schedule 2.14, the Closing shall be deemed amendedeffected, without any further action on any parties’ partincluding the payment of the Initial Purchase Price; provided, as follows however, that the evidence to be delivered in connection with the Closing pursuant to Article VI shall be required only with respect to all of such countries, other than the Deferred Properties: Closing Countries. One or more subsequent closings (a“Deferred Closings”) Following shall occur as soon as practicable following the Closingreceipt of all of the evidence to be delivered, with respect to each such Deferred Closing Country. Until such time as a Deferred Closing occurs with respect to a Deferred Closing Country, Seller shall, with any necessary cooperation from Buyer, operate the Allocated Deposit portion of the Business located in such Deferred Closing Country in trust for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to account of Buyer in a manner consistent with the terms of this Agreement. The “Allocated Deposit” In connection therewith, (i) Buyer and Seller shall net out the costs and benefits associated with the portion of the Business in each such Deferred Closing Country for the period between the Closing Date and the date of the Deferred Closing for such Deferred Closing Country on the date of the Deferred Closing for such Deferred Closing Country, (ii) all assets that would be Transferred Assets, but for the failure to receive the evidence to be delivered in connection with the Closing, shall be regarded as Transferred Assets for purposes of the calculations required under Section 2.5(b), (iii) the Assumed Liabilities relating to such Deferred Closing Country shall be deemed to have been assumed as of the Closing for purposes of Section 2.5(b) and (iv) the parties hereto shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly the remaining evidence to be delivered to effectuate a Deferred Property be Closing with respect to such Deferred Closing Country. To the extent that Buyer is required to pay any cash consideration for the Transferred Assets located in any Deferred Closing Countries at a Deferred Closing, Seller shall remit to Buyer, in immediately available funds, the amount equal of cash consideration allocated to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceClosing Country in accordance with Section 5.4(k), and Buyer shall pay such consideration at such Deferred Closing. (b) At Buyer and Seller shall use commercially reasonable efforts between the Closingdate hereof and Closing to develop and implement provisional arrangements for each potential Deferred Closing Country, Escrow Agent shall retain a portion of including engaging in the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”)activities set forth in Section 5.22. (c) Subject In the event that a Deferred Closing does not occur with respect any Deferred Closing Country within 180 days after the Closing Date (the “Deferred Closing Deadline”), either Buyer or Seller may give notice to the other of its election to terminate the arrangements set forth in this Section 2.14 with respect to such Deferred Closing Country; if such notice is given, (i) within five (5) Business Days after such notice, Seller shall pay to Buyer such portion of the Initial Purchase Price allocable to the Business conducted at such Deferred Closing Country, as set forth on Schedule 5.4, together with interest thereon from the Closing Date to the date of payment at the rate of interest borne by Buyer and its Wholly-Owned Subsidiaries under the senior debt included in the Debt Financing, (ii) the temporary arrangements entered into prior to the Deferred Closing Deadline pursuant to Section 6.20(c2.14(a) in respect of such Deferred Closing Country shall cease as of such time the payment contemplated in clause (i) immediately foregoing is made to Buyer and Article XII(iii) at Seller’s request, subject to Section 5.13, Seller and Buyer shall set enter into mutually agreeable, commercially reasonable arrangements to allow Seller to continue to conduct the Business in such Deferred Closing Country. However, a new closing date party that has breached in any material respect any of its covenants under this Agreement in any manner that proximately contributed to the failure of a Deferred Closing to occur prior to the Deferred Closing Deadline with respect to any Deferred Property (the “a Deferred Closing Date”). (d) Each such Deferred Property shall continue Country may not give a notice pursuant to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer immediately preceding sentence with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositCountry.

Deferred Closings. (a) If pursuant to Section 6.20(c), Article XII as of the Closing (i) there shall have been issued or Section 13.2entered any Governmental Order that is then in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in any country other than the United States, the closing date is deferred with respect to an Acquired PropertyUnited Kingdom, then such Acquired Property shall be deemed the Republic of Ireland or the Federal Republic of Germany (a “Deferred Property” Closing Jurisdiction”), (ii) there shall be any Law that is then in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in any Deferred Closing Jurisdiction, or (iii) any Governmental Approvals in respect of a Deferred Closing Jurisdiction required either (x) to allow the Purchaser or its Affiliates or Deutsche Bank and collectively with all other deferred Acquired Properties its Affiliates to enter into, deliver or perform their obligations under the Servicing Agreement or the Transition Support Agreement (including, in respect of Luxembourg, the non-objection by the applicable regulator in Luxembourg to the transactions contemplated by such agreements) or (y) for the Purchaser or a Purchasing Subsidiary to consummate the purchase of the Shares of any DB Entity incorporated or organized in a Deferred Closing Jurisdiction (the “Deferred Properties.” This Agreement Closing Governmental Approvals”) shall be deemed amendednot have been obtained, without any further action on any parties’ part, as follows then the closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to the Business in such Deferred Properties: Closing Jurisdiction (aeach a “Deferred Business”) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by deferred until the Escrow Agent under second Business Day following the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion satisfaction or waiver of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to conditions set forth in Section 6.20(c2.12(c) and Article XII, Seller and Buyer shall set Section 2.12(d) (a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (db) Each such Deferred Property shall continue to be subject to all The amount of the terms and conditions Closing Date Cash Payment shall be reduced for each Deferred Business by the product of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be Revenue Multiple times the Allocated Asset Value aggregate annualized revenue of such Deferred Property as adjusted by Business during the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement Measurement Period (the “Deferred Closing Amount”) and (ii) the Fixed Exchange Rate; provided, however, that if the Purchaser makes a Stock Election and a portion of the Closing Date Cash Consideration”)Payment is paid in Purchaser Common Stock, Deutsche Bank may elect to reduce the Share Number or the Alternate Share Number, as the case may be, to reflect the Deferred Closing Amount rather than reducing the Cash Amount. The Deferred Closing Amount shall (i) be calculated in a manner consistent with the calculation of all amounts in Section 2.10, (ii) be jointly determined by Deutsche Bank and the Purchaser and in a manner consistent with the revenue information by jurisdiction embodied in Section 3.21(a) of the Seller Disclosure Schedule and (iii) be consistent with any allocation of the Purchase Price pursuant to Section 2.04. (c) The obligation of Deutsche Bank to consummate any Deferred Closing Date shall be subject to the fulfillment, at or prior to the applicable Deferred Closing Date, of each of the following conditions: (i) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Deferred Closing solely as they relate to the Deferred Business shall have been complied with in all material respects and Deutsche Bank shall have received a certificate from the Purchaser certifying to such matters and signed by a duly authorized officer thereof; (ii) All Deferred Closing Governmental Approvals in respect of the Deferred Business or Deferred Closing Jurisdiction shall have been obtained and shall remain in effect; and (iii) There shall not (A) have been issued or entered any Governmental Order that is then in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction or (B) be any Law that is then in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction. (d) The obligations of the Purchaser to consummate any Deferred Closing shall be subject to the fulfillment, at or prior to the applicable Deferred Closing Date, of each of the following conditions: (i) The covenants and agreements contained in this Agreement to be complied with by Deutsche Bank on or before the Deferred Closing solely as they relate to the Deferred Business shall have been complied with in all material respects and the Purchaser shall have received a certificate from Deutsche Bank certifying to such matters and signed by two duly authorized officers thereof; (ii) All Deferred Closing Governmental Approvals in respect of the Deferred Business or Deferred Closing Jurisdiction shall have been obtained and shall remain in effect; (iii) There shall not (A) have been issued or entered any Governmental Order that is then in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction or (B) be any Law that is then in effect that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in such Deferred Closing Jurisdiction; and (iv) Solely with respect to Italy, if Italy is a Deferred Closing Jurisdiction, (x) neither Deutsche Bank nor any of its Affiliates shall be subject to any Regulatory Action in Italy that would reasonably be expected to materially adversely affect the conduct of the Deferred Business after the Deferred Closing Date in the manner contemplated by this Agreement and the Ancillary Agreements (including Deutsche Bank’s and the Sellers’ provision of services to the Purchaser and its Affiliates under the Transition Support Agreement) or that would cause any material adverse financial or operating consequences to the Purchaser or its Affiliates, and (iiiy) no provision of any Regulatory Action in Italy shall be, or would be reasonably expected to be, binding on or become applicable to the Purchaser or any of its Affiliates on or after the Deferred Closing Date or otherwise have any continuing material adverse impact on the Business after the Deferred Closing. (e) At each Deferred Closing, if any, (i) the liquidated damages Purchaser shall pay, or shall cause the Purchasing Subsidiaries to pay, to Deutsche Bank or, at the election of Deutsche Bank, the relevant Seller by wire transfer of immediately available funds to the Purchase Price Bank Account an amount in Euros equal to the Deferred Closing Amount with respect to the applicable Deferred Business and deliver, or cause the Purchasing Subsidiaries to deliver, to Deutsche Bank or the relevant Seller any of the documents or other deliverables required to be delivered pursuant to Section 10.2(b2.07 to the extent related to the Deferred Business and not previously delivered to Deutsche Bank or the relevant Seller at the Closing and (ii) Deutsche Bank shall deliver, or cause to be delivered, to the Purchaser or the relevant Purchasing Subsidiary any of the documents or other deliverables required to be delivered pursuant to Section 2.06 to the extent related to the Deferred Business and not previously delivered to the Purchaser or the relevant Purchasing Subsidiary at the Closing. (f) In the event of any Deferred Closing, no adjustment shall be made in respect of any amounts paid pursuant to Section 2.08. (g) In respect of each Deferred Business, Deutsche Bank and the Allocated DepositPurchaser shall continue to comply, through the applicable Deferred Closing Date, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing (including, without limitation, the covenants of Deutsche Bank contained in Section 5.01 and the covenants of Purchaser contained in Section 5.04). (h) Unless the context otherwise clearly requires, references in this Agreement (excluding references in Section 2.10) to “Closing” or “Closing Date” shall, with respect to any Deferred Business, be deemed to refer to the applicable Deferred Closing or Deferred Closing Date, respectively. For the avoidance of doubt, (i) the Purchaser and the Purchasing Subsidiaries shall not purchase any Purchased Assets or assume any Liabilities, and shall have no obligations of indemnity, in respect of any Deferred Business unless and until such time as a Deferred Closing in respect of such Deferred Business shall have occurred, and then only to the extent contemplated hereby, and (ii) Deutsche Bank and the Sellers shall be entitled to all of the economic benefits, and shall bear all of the economic burdens, in respect of such Deferred Business prior to the applicable Deferred Closing Date.

Deferred Closings. If pursuant to Section 6.20(c), ) or Article XII or Section 13.2XII, the closing date is deferred with respect to an Acquired CIR III Property, then such Acquired CIR III Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired CIR III Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Prior to the Closing, CIR III or the applicable Subsidiary shall cause the Deferred Property to be transferred to a newly formed Delaware limited liability company (the “Deferred Property Owner”) which is, or will be prior to Closing, wholly owned by the Sellers, pursuant to transfer documents in form and substance reasonably acceptable to the Buyer (such transfer may be effectuated by CIR III forming the Deferred Property Owner as a Subsidiary of CIR III, conveying the Deferred Property to the Deferred Property Owner and distributing the ownership interests in the Deferred Property Owner to the Sellers prior to Closing). The Organizational Documents of the Deferred Property Owner shall also be reasonably acceptable to Buyer. The Deferred Property Owner may elect to be classified as an association taxable as a corporation or a REIT for federal income tax purposes. (b) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (bc) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (cd) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (de) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired CIR III Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and Date, (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositDeposit and (iv) references to the CIR III Shares shall be deemed to be references to the membership interests of the Sellers in the Deferred Property Owner.

Deferred Closings. If pursuant (a) Notwithstanding anything to Section 6.20(c), Article XII or Section 13.2the contrary contained in this Agreement, the closing date is deferred with respect to an Acquired Propertysale, then such Acquired Property shall be deemed a “Deferred Property” assignment, transfer, conveyance, delivery and collectively with all other deferred Acquired Properties purchase of the Purchased Assets (the “Deferred Properties.” This Agreement shall be deemed amendedAssets”) located in the jurisdictions listed on Schedule 2.08(a) (the “Deferred Closing Countries”), without any further action on any parties’ part, as follows with respect and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) relating to the Business conducted in the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject Closing Countries or relating to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) Assets shall not occur on the Initial Purchase PriceClosing Date. (b) At the ClosingThe sale, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value assignment, transfer, conveyance, delivery and purchase of the Deferred Property Assets, and the assumption of the Deferred Liabilities with respect to a Deferred Closing Country shall take place at a closing on the Distribution Country Transition Date (as defined in the Distribution Agreement) for such Deferred Closing Country (each such closing, a “Deferred Closing”) to be held under at the Indemnification Escrow offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New York time on such date, or at such other place or on such other date or at such other time, as BSC and the Purchaser may mutually agree upon in writing (each day on which a Deferred Closing takes place, being a “Deferred Closing Date”); provided that if the Distribution Country Transition Date for any Deferred Closing Country is not scheduled to occur prior to the termination of the Distribution Agreement, the Deferred Closing for each such Deferred Closing Country shall occur on the End Date (as defined in the Distribution Agreement). (c) At each Deferred Closing, the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver the applicable OUS Transfer Agreement and applied towards the purchase in respect of the applicable Deferred Property at Closing Country and such other documents and instruments, as may be reasonably necessary to transfer the Deferred Assets and Deferred Liabilities in such Deferred Closing Country. The forms of the OUS Transfer Agreements to be executed on each Deferred Closing Date in respect of each Deferred Closing Country (other than China) are attached hereto as Exhibit 2.08(c). The form of the OUS Transfer Agreement in respect of China shall be subject to Section 5.24(b). (d) Notwithstanding anything contained herein to the contrary, but subject to Section 2.08(b), other than the occurrence of the applicable Distribution Country Transition Date, there shall be no conditions required to be satisfied or waived prior to a Deferred Closing in order to consummate the transactions contemplated by this Section 2.08 with respect to a Deferred Closing Country. (e) During the period between the Closing Date and the applicable Deferred Closing Date, the parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use commercially reasonable efforts to take such actions with respect to each Deferred Closing Country as may be reasonably requested by the other party hereto in order to permit the transfer of the Deferred Assets and Deferred Liabilities in such Deferred Closing Country in accordance with this Section 2.08. (f) Between the Closing Date and the Deferred Closing Date, BSC (through its Affiliates) shall be the distributor of Products for the Purchaser (or its applicable Affiliate) in each of the Deferred Closing Countries in accordance with the terms of the Distribution Agreement. Prior to the occurrence of a Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Distribution Agreement, all Deferred Consideration”)Assets in a Deferred Closing Country shall be held for the account of BSC and its Affiliates and all Deferred Liabilities shall be retained by BSC and its Affiliates. (cg) Subject From the Closing Date to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be , subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of the Distribution Agreement, unless the context clearly requires otherwise and except for purposes of Article V (other than Sections 5.02, 5.05, 5.06(b), 5.12(a), 5.14, 5.21, 5.22, 5.23 and 5.24(b)), Article VII, Article VIII and Article IX, all references in this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.the