Common use of Deferred Closings Clause in Contracts

Deferred Closings. (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”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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 Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred 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. (ii) 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained in this Agreement, as the sale, assignment, transfer, conveyance, delivery and purchase of the Closing, in any jurisdiction other than Purchased Assets (the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing JurisdictionAssets”), (i) there is an applicable Law then located 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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (iijurisdictions listed on Schedule 2.08(a) 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 ApprovalsCountries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) has not been obtained, then, at Parent’s election and notwithstanding anything relating to the contrary Business conducted in this Agreement, the Deferred Closing Countries or relating to such Transferred Company (a “Deferred Transferred Company”) Assets shall not be transferred to Purchaser or any of its Affiliates at occur on the Closing Date. (but b) The sale, assignment, transfer, conveyance, delivery and purchase of the Closing shall otherwise occur Deferred Assets, and the assumption of the Deferred Liabilities with respect to the Transferred Companies (other than any a Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company Closing Country shall be transferred to Purchaser (or its designated Subsidiary) take place at a closing on the fifth Distribution Country Transition Date (5thas defined in the Distribution Agreement) Business Day following the receipt, satisfaction or waiver of for such Deferred Closing Governmental Approvals Country (each such closing, a “Deferred Closing” and ”) to be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 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”) with respect ); 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 Transferred Company. In no event Closing Country shall occur on the Closing Purchase Price payable by Purchaser at End Date (as defined in 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 2.7Distribution Agreement). (ii) 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. (iiic) 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 parties hereto shall, and shall cause the relevant Seller their respective Affiliates to, execute and deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) In applicable OUS Transfer Agreement 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 DateCountry and such other documents and instruments, solely with respect as may be reasonably necessary 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until transfer the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references Assets and Deferred Liabilities in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.such

Deferred Closings. (a) If as of the Closing (i) If, as there shall have been issued or entered any Governmental Order that is then in effect and that has the effect of making the Closing, transactions contemplated by this Agreement illegal or otherwise prohibiting their consummation in any jurisdiction country other than the United States, Canadathe United Kingdom, the Republic of Ireland or the United Kingdom Federal Republic of Germany (each other such country, a “Deferred Closing Jurisdiction”), (iii) there is an applicable shall be any 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 effect that has the effect of making the Closing transactions contemplated by this Agreement illegal or otherwise prohibiting its their consummation with respect to such jurisdictionin any Deferred Closing Jurisdiction, or (iiiii) any filing with, notice to, or permit, authorization, registration, consent or approval Governmental Approvals in respect of a Governmental Entity Deferred Closing Jurisdiction required either (x) to allow the Purchaser or its Affiliates or Deutsche Bank and 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 by Purchaser of the capital stock Shares of any DB Entity incorporated or organized in a Transferred Company Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) has shall not have been obtained, then, at Parent’s election and notwithstanding anything to then the contrary in this Agreement, such Transferred Company closing of the transactions contemplated hereby (a “Deferred Transferred CompanyClosing”) with respect to the Business in such Deferred Closing Jurisdiction (each a “Deferred Business”) shall be deferred until the second Business Day following the satisfaction or waiver of the conditions set forth in Section 2.12(c) and Section 2.12(d) (a “Deferred Closing Date”). (b) The amount of the Closing Date Cash Payment shall be reduced for each Deferred Business by the product of (i) the Revenue Multiple times the aggregate annualized revenue of such Deferred Business during the Closing 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 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 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 transferred 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 (y) 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 at on or after the Deferred Closing (but the Closing shall Date or otherwise occur with respect to the Transferred Companies (other than have any Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) continuing material adverse impact on the fifth (5th) Business Day following after 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. (ii) 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. (iiie) At each Deferred Closing, if any, (i) the Purchaser shall deliver pay, or shall cause the Purchasing Subsidiaries to Parent (on behalf pay, to Deutsche Bank or, at the election of Deutsche Bank, the relevant Seller) 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 2.3(b)(ii) 2.07 to the extent related to the Deferred Transferred Company Business and not previously delivered to Parent (on behalf of Deutsche Bank or the relevant Seller) Seller at the Closing, Closing and (ii) Parent shallDeutsche Bank shall deliver, and shall or cause to be delivered, to the Purchaser or the relevant Seller to, deliver to Purchaser Purchasing Subsidiary any of the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) 2.06 to the extent related to the Deferred Transferred Company Business and not previously delivered to the Purchaser or the relevant Purchasing Subsidiary at the Closing. (ivf) 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 Transferred CompanyBusiness, Deutsche Bank and the Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply 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 ClosingClosing (including, including without limitation, the covenants of the Sellers Deutsche Bank contained in Section 5.4 5.01 and the covenants of the parties Purchaser contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date5.04). (vh) Unless the context otherwise clearly requires otherwiserequires, all references in this Agreement (excluding references in Section 2.10) to the “Closing” and the or “Closing Date” shall, with respect to any Deferred Transferred CompanyBusiness, be deemed to refer to the “applicable Deferred Closing” and the “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. (ia) IfSubject to the second proviso set forth in Section 2.5, as if, at any time and from time to time, all of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, conditions to a “Deferred Closing Jurisdiction”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to a 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 jurisdiction, 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”time Section 6.1(a) has not been obtainedsatisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Non-Approved Company”) shall not be transferred 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 Purchaser or any the remaining provisions of its Affiliates at the Closing (but the this Section 2.9), an initial Closing shall otherwise occur with respect to the Transferred all Target Companies in such Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other than any Deferred Transferred Companies)conditions to Closing specified in Article VI in fact are satisfied or waived). Thereafter, each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) on The closing of the fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals transactions contemplated hereby (a “Deferred Closing” ”) with respect to each Deferred Target Company shall be deferred until the first Specified Closing Date on which all of the conditions described in Section 2.9(c) and such date, Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to such Deferred Transferred Target Company. In no event shall the Closing Purchase Price payable by . (b) The obligation of Purchaser at the Closing or the Final Purchase Price be reduced or deferred in respect of to consummate any Deferred Transferred 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 any Subsidiary thereof; providedobtained, 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.applicable waiting periods relating thereto shall have expired or been terminated early; (ii) With 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, 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. (c) The obligation of Parent to consummate any Deferred Transferred CompanyClosing shall be subject to the fulfillment, between at or prior to the Closing Date and 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, Purchaser and Parent shall, and Parent shall cause the Sellers to, (i) subject deliver to applicable Law and contractual obligations, use reasonable best efforts Purchaser an Estimated Closing Statement relating 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 Target Companies that are available against any third party; (B) will be 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 subject of such Deferred Transferred Company Closing Date. Purchaser shall have an opportunity to review each Estimated Closing Statement and Subsidiaries shall be provided reasonable access to the books, records and indemnify other relevant information of 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, Representatives to the extent permitted by Law, treat Purchaser as the owner of any reasonably necessary to review such Deferred Transferred Company for Tax purposes as of the Estimated Closing DateStatement. (iiie) At each Deferred Closing, if any, (i) Purchaser shall deliver to Parent (on behalf any of the relevant Seller) the documents or other deliverables required to be delivered by Parent pursuant to Section 2.3(b)(ii) 2.6 to the extent related to the Deferred Transferred Target Company and not previously delivered to Parent at an earlier Closing (on behalf of the relevant Sellerincluding any amounts payable pursuant to Section 2.6(a)(i)) at the Closing, and (ii) Parent shall, and shall cause the relevant Seller to, deliver to Purchaser any of the documents or other deliverables required to be delivered by Parent pursuant to Section 2.3(b)(i) 2.6 to the extent related to the Deferred Transferred Target Company and not previously delivered to Purchaser at the a previous Closing. (ivf) Unless the context otherwise clearly requires, references in this Agreement (i) to “Closing”, “Closing Date”, “Subject Company” and “Target Business Segment” shall, with respect to any Deferred 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. (g) Following each Deferred 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 Transferred Target Company, Parent and the Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply comply, to the extent reasonably practicable, 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, including Closing relating to the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect extent related to such Deferred Transferred Company until the Deferred Closing DateTarget Company. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (a) Notwithstanding anything herein to the contrary, if (i) Ifall 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 2.5(a) of the Disclosure Schedules (each such consent, approval, obligation, filing or action, an “Ancillary Jurisdiction Approval”), shall not have been obtained or completed by the time such conditions are satisfied or waived (other than those conditions that by their terms are to be 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 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 to exclude such Deferred Business, (B) the term “Transferred Equity Interests” shall be deemed to exclude the Transferred Equity Interests in such Deferred Jurisdiction, (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 of the ClosingPrincipal Closing (and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Business and the Transferred Equity Interests, Transferred Parent Equity Interests, Transferred Assets, Assumed Liabilities and Transferred Employees in any jurisdiction other than such Deferred Jurisdictions on and following the United States, Canada, applicable Deferred Closing Date). (b) The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the first (1st) day of the month immediately following the date on which (i) the relevant Ancillary Jurisdiction Approval has been obtained or the United Kingdom completed (each other such countryclosing, a “Deferred Closing JurisdictionClosing”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or and (ii) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required the other conditions to consummate the purchase by Purchaser obligations of the capital stock of a Transferred Company (Purchaser and the “Deferred Closing Governmental Approvals”) has not been obtained, then, at Parent’s election and notwithstanding anything Seller under Section 6.4 to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect extent relating to the Transferred Companies applicable Deferred Jurisdiction have been satisfied or waived (other than any those conditions that by their terms are to be satisfied at the applicable Deferred Transferred CompaniesClosing)). Thereafter; provided that, each if such day is not a Business Day in the applicable Deferred Jurisdiction, then such Deferred Transferred Company Transfer shall be transferred to Purchaser (or its designated Subsidiary) take place on the fifth first (5th1st) Business Day following thereafter, though in accordance with Section 2.2, the receiptDeferred Transfer shall be deemed effective as of 12:01 a.m., satisfaction or waiver of 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 Principal Closing Governmental Approvals Date (a “the date on which the Deferred Closing” and such dateTransfer occurs, a the “Deferred Closing Date”) 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 Transfer and there shall 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 transferred to the Purchaser on the Principal Closing Date, all provisions of this Agreement (including the calculation of Closing Working Capital, Closing Cash, Transferring Indebtedness and Transaction Expenses) shall apply to the parties as though such transfer occurred at the Principal Closing, except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any of its Affiliates makes any representation or warranty of any kind whatsoever, whether express or implied, at Law or in equity, with respect to such the 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 Businesses, other than as set forth in respect Article III 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 this Agreement and the Post-Closing Adjustments 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 Effective Time pursuant to Sections 2.4 through 2.7date of this Agreement and as of the Principal Closing Date, in accordance with the terms of this Agreement. (iic) With respect to any Deferred Transferred Company, between During the period from the Principal Closing Date through (and including) the applicable Deferred Closing DateDate (the “Interim Period”), Purchaser each Deferred Business will be held for the Purchaser’s (or its designated Affiliate’s) benefit and Parent shallaccount 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 Parent shall cause the Sellers to, (i) subject any such income or gain attributable to applicable Law and contractual obligations, use reasonable best efforts the Deferred Business shall be paid over to cooperate in a mutually agreeable arrangement under which (A) Parent shall, and shall cause the Sellers Purchaser by the Seller or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with its Affiliate promptly upon 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 request 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 Purchaser or its Affiliate shall reimburse and/or indemnify and hold harmless the extent permitted by Law, treat Purchaser as the owner of Seller or its Affiliate for 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 loss attributable to the Deferred Transferred Company and not previously delivered to Parent (on behalf Business promptly upon the request of the relevant Seller) at the Closing, Seller (and (ii) Parent shall, and any such Losses shall cause the relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer be Assumed Liabilities for purposes of, and subject to the “Deferred Closing” and the “Deferred Closing Date,” respectively.limitations in, Article

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained in this Agreement, as to the extent agreed by ▇▇▇▇▇▇▇▇ and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Closing, in any jurisdiction other than Transferred Assets (the United States, Canada, or the United Kingdom (each other such country, a “Deferred Assets”) located in certain jurisdictions as may be agreed upon by ▇▇▇▇▇▇▇▇ and Purchaser prior to the Initial Closing Jurisdiction”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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 ApprovalsCountries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) has not been obtained, then, at Parent’s election and notwithstanding anything relating to the contrary Business conducted in this Agreement, the Deferred Closing Countries or relating to such Transferred Company (a “Deferred Transferred Company”) Assets shall not be transferred to Purchaser or any occur on the Initial Closing Date. (b) The conveyance, assignment, transfer, delivery and acceptance of its Affiliates at the Closing (but Deferred Assets, and the Closing shall otherwise occur assumption of the Deferred Liabilities with respect to a Deferred Closing Country shall if reasonably practicable take place at the Transferred Companies 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, or such other than any Deferred Transferred Companies)). Thereafter, date as ▇▇▇▇▇▇▇▇ and Purchaser may mutually agree in writing (each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receiptclosing, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” ”) to be held at such place as ▇▇▇▇▇▇▇▇ and such datePurchaser may agree in writing (each day on which a Deferred Closing takes place, being a “Deferred Closing Date”) with respect to such Deferred Transferred Company). In no event shall From and after 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; providedInitial Closing, 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. (ii) With respect to any Deferred Transferred Company, between the Closing Date and until the applicable Deferred Closing Date, Purchaser the Business conducted in the Deferred Closing Countries shall be held for Purchaser’s benefit and Parent shallaccount and shall be managed and operated by the 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 Parent shall cause borne by Purchaser, in each case, as if the Sellers to, (i) 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 parties hereto agree to treat Purchaser (or its designee) as the owner of such Deferred Assets for all Tax purposes as of the Initial Closing Date, except as otherwise required by applicable Law Law. (c) Subject to Section 5.06, at each Deferred Closing, LivaNova and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (A) Parent 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 Sellers or their transfer of applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits Transferred Assets 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 Assumed Liabilities to Purchaser promptly upon receipt thereof, any income, proceeds in accordance with Section 1.01 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 Date1.04. (iiid) At each Deferred ClosingFor the avoidance of doubt, if any, (i) Purchaser there shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables be no conditions required to be delivered pursuant satisfied or waived prior to a Deferred Closing in order to consummate the transactions contemplated by this Section 2.3(b)(ii) 2.05 with respect to the extent related to the a 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the ClosingClosing Country. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (ve) Unless the context otherwise clearly requires otherwiserequires, all references in this Agreement to the “Closing” and the or “Closing Date” shall, with respect to any Deferred Transferred CompanyAsset or Deferred Liability, be deemed to refer to the “applicable Deferred Closing” and 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 Country Amount”), shall have been paid on the Initial Closing Date,” respectively. In the event that a local payment of some or all of the relevant Deferred Closing Country Amount is required in a particular jurisdiction, on the Deferred Closing Date for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the required local payment to the 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 ▇▇▇▇▇▇▇▇ 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 Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the Purchase Price unless otherwise required by applicable Law.

Deferred Closings. (i) If, as of the Closing, in any jurisdiction country other than the United States, Canada, or the United Kingdom a Primary Jurisdiction (each other any such country, a “Deferred Closing Jurisdiction”), (iA) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a 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 effect of restraining, enjoining, or making illegal the Closing illegal transactions contemplated by this Agreement or otherwise prohibiting its the consummation of the Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, or (iiB) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Purchaser of the capital stock Shares of a Transferred Company (or the indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) has not been obtained, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser have been obtained or (C) any consent listed on Section 2.9(b) of its Affiliates at the Closing (but the Closing Seller Disclosure Schedule shall otherwise occur not have been obtained with respect to the Transferred Companies Company specified therein (other than any the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies)). Thereafter) (each, each such a “Deferred Transferred Company Business”) shall be transferred to Purchaser deferred until the third (or its designated Subsidiary) on the fifth (5th3rd) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, 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 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 2.7Business. (ii) With respect to any Deferred Transferred Company, between Until the Closing Date and the applicable Deferred Closing Outside Date, Parent, Sellers and Purchaser and Parent shall, and Parent shall cause the Sellers to, (i) subject to consistent with any contractual obligation or any applicable Law and contractual obligationslegal or fiduciary obligation under applicable Law, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (Aor one or more of its Affiliates) Parent shallwould, in compliance with applicable Law, obtain the benefits and shall cause assume the Sellers or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with obligations and bear the economic benefits burdens associated with operating a Deferred Business for the period between the Closing and burdens that would accrue the Deferred Closing with respect to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of Business. Notwithstanding the foregoing, during the period beginning on the Closing Date and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce any rights ending on the earlier of the Deferred Transferred Company Closing Date and its Subsidiaries 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 are available against (x) Purchaser shall promptly reimburse Parent for any third partyamounts 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) the Deferred Transferred Company make or its applicable Subsidiaries shall hold in trust for and 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 promptly upon receipt thereof, any income, proceeds and other monies receivedthe applicable Deferred Closing Date); and or (C) Purchaser shall (I) as agent sell, lease, license or subcontractor for the applicable Deferred Transferred Company and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities otherwise dispose of such Deferred Transferred Company and Subsidiaries and indemnify Parent and its Affiliates in respect any asset of the foregoing, and (II) provide Deferred Business to any Person except for sales of inventory or product in the Deferred Transferred Company and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance ordinary course 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 Datebusiness. (iii) At each Deferred Closing, if any, Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Parent (ior to a designee of Parent), on behalf of and in its capacity as agent for each Seller, by wire transfer to an account or accounts designated by Parent (or by such designee), an amount equal to the 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 Outside 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 (or 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 Parent (on behalf of the relevant Seller) 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 Transferred Company Business and not previously delivered to Parent (on behalf of the relevant Seller) Seller at the Closing, and (iiB) Parent shall, and shall cause the relevant Seller to, 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 Transferred Company Business and not previously delivered to Purchaser at the Closing. (ivv) In respect of each Deferred Transferred CompanyBusiness, Sellers and Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties 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, 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 (C) each of Parent and Purchaser shall pay or cause to be paid 50% of the excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Section 5.14 Parent and Purchaser shall not apply jointly control any negotiations with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwiseacquisition, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect neither Parent nor Purchaser shall agree to any Deferred Transferred Companyacquisition without the other’s consent (not to be unreasonably withheld, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectivelyconditioned or delayed).

Deferred Closings. (ia) 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”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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 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 Transferred Company 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 Transferred CompanyClosing Business”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereaftereach, 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 ”) shall occur (each, as such datedate may be extended pursuant to this Section 3.2(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 ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇ 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), (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 consultation obligations to any employee representatives, works councils or health and safety committees in order to enable the 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 obtaining 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 Transferred CompanyClosing by the date set forth opposite such Deferred Jurisdiction in Annex ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇ 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 Deferred Jurisdiction in Annex ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇ 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. In no event Seller Parent acknowledges that Purchaser may amend Annex ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇ 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 Purchase Price payable by Purchaser at Date. If the Deferred Closing or the Final Purchase Price be reduced or deferred in respect of any Deferred Transferred Company 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 ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇-▇ 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 Subsidiary thereofremaining 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 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 the Cashno Seller Indemnified Party shall have any Liability, Indebtedness and Working Capital of 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 respect to Transfer Taxes, which shall be governed by Section 6.6(h)); provided, further, that if no such agreement on alternative means or structures with respect to any Deferred Transferred Companies Closing Items is reached between the Parties by the applicable Deferred Closing Date, Seller Parent may commence a Local Wind Down with respect to the applicable Deferred Closing Items pursuant to Section 3.2(d). (b) At each Deferred Closing: (i) The Parties shall execute and any Subsidiary thereof will deliver, or cause to be included in determining executed and delivered, such documents and instruments as may be reasonably necessary (including, as applicable, the Closing Adjustments and Local Implementing Agreements) to evidence the Post-Closing Adjustments as transfer of the Effective Time pursuant applicable Deferred Closing Items to Sections 2.4 through 2.7Purchaser or the Purchaser Designee. (ii) With 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 Transferred CompanyClosing is later than the Closing, then, with respect to the applicable Deferred Closing Business, during the period between the Closing and such Deferred Closing, (i) the benefits 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 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 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 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) 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 3.2(a), then all obligations of Purchaser and its 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 Parent, in its sole discretion, shall have the right to either (i) commence the winding down of the Deferred 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 Business 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) Subject to any restrictions imposed under applicable Law, in the event that a Deferred Closing for any Deferred Jurisdiction does not occur on or before the applicable Deferred Closing Date, Purchaser and Parent shall, its Affiliates and Parent Purchaser Designees shall cause the Sellers to, (i) subject 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 Law Deferred Closing Business (including, among other things, supplying products and contractual obligations, use reasonable best efforts providing access to cooperate in a mutually agreeable arrangement under which (A) Parent shallservices by, and shall cause the Sellers or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser rights with the economic benefits and burdens that would accrue to it if such Deferred Transferred Company and its Subsidiaries were conveyed and respect to, assets transferred to it as of Purchaser or Purchaser Designees on the Closing Date and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce or on any rights of the prior 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, bear all costs and shall cause liabilities arising from the relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) In respect operation of each Deferred Transferred Company, Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply through the applicable Deferred 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 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until or the Deferred Closing 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. (vf) Unless the context clearly requires otherwiseThe Parties agree that, all references in this Agreement 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 “Closing” 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 “Closing Deferred Customer Care and Contracting Function Transfer Date” , Seller Parent or 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, with respect to any or shall cause the applicable Purchaser Designee to, accept the conveyance, assignment and transfer of the Customer Care and Contracting Function on the Deferred Transferred Company, be deemed to refer to the “Deferred Closing” Customer Care and the “Deferred Closing Contracting Function Transfer Date,” respectively.

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained in this Agreement, as the sale, assignment, transfer, conveyance, delivery and purchase of the Closing, in any jurisdiction other than Purchased Assets (the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing JurisdictionAssets”), (i) there is an applicable Law then located 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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (iijurisdictions listed on Schedule 2.08(a) 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 ApprovalsCountries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) has not been obtained, then, at Parent’s election and notwithstanding anything relating to the contrary Business conducted in this Agreement, the Deferred Closing Countries or relating to such Transferred Company (a “Deferred Transferred Company”) Assets shall not be transferred to Purchaser or any of its Affiliates at occur on the Closing Date. (but b) The sale, assignment, transfer, conveyance, delivery and purchase of the Closing shall otherwise occur Deferred Assets, and the assumption of the Deferred Liabilities with respect to the Transferred Companies (other than any a Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company Closing Country shall be transferred to Purchaser (or its designated Subsidiary) take place at a closing on the fifth Distribution Country Transition Date (5thas defined in the Distribution Agreement) Business Day following the receipt, satisfaction or waiver of for such Deferred Closing Governmental Approvals Country (each such closing, a “Deferred Closing” and ”) to be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 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 in respect of the applicable Deferred 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 such a 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 2.7Country. (iie) With respect to any Deferred Transferred Company, During the period 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 parties hereto shall, and shall cause the Sellers or their applicable Subsidiaries to respective Affiliates to, cooperate fully and use commercially reasonable best efforts to (I) provide Purchaser take such actions with respect to each Deferred Closing Country as may be reasonably requested by the economic benefits other party hereto in order to permit the transfer of the Deferred Assets and burdens that would accrue to it if Deferred Liabilities in such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of Closing Country in accordance with this Section 2.08. (f) Between 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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 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 respect to such Deferred Transferred Company, with all covenants and agreements contained in this Agreement that are required by their the terms to be performed prior of the Distribution Agreement. Prior to the occurrence of a Deferred Closing, including subject to the covenants terms of the Sellers contained Distribution Agreement, all Deferred Assets in Section 5.4 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. (g) From the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect Closing Date to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless , subject to the terms of the Distribution Agreement, unless the context clearly requires otherwiseotherwise 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 to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.the

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained herein, as in the event that all of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing Jurisdiction”), (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 making conditions to the Closing illegal set forth in Article VI have been satisfied (or otherwise prohibiting its consummation waived in writing) with respect to such jurisdiction, 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 all of the capital stock countries in which the Transferred Assets are physically located or from which the Business derived revenues in 2005, other than one or more countries which in the aggregate contributed less than ten (10) percent of a Transferred Company the Business’ 2005 revenues (the “Deferred Closing Governmental ApprovalsCountries”) has not been obtained), thenbased on the allocation of the Business’ 2005 revenues set forth on Schedule 2.14, at Parent’s election and notwithstanding anything the Closing shall be effected, including the payment of the Initial Purchase Price; provided, however, that the evidence to be delivered in connection with the contrary in this AgreementClosing pursuant to Article VI shall be required only with respect to all of such countries, such Transferred Company other than the Deferred Closing Countries. One or more subsequent closings (a “Deferred Transferred CompanyClosings”) shall not occur as soon as practicable following the receipt of all of the evidence to be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur delivered, with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company shall be transferred Closing Country. Until such time as a Deferred Closing occurs with respect to Purchaser (or its designated Subsidiary) on a Deferred Closing Country, Seller shall, with any necessary cooperation from Buyer, operate the fifth (5th) portion of the Business Day following the receipt, satisfaction or waiver of located in such Deferred Closing Governmental Approvals Country in trust for the account of Buyer in a manner consistent with the terms of this Agreement. In connection therewith, (a “Deferred Closing” i) Buyer and Seller shall net out the costs and benefits associated with the portion of the Business in each such date, a “Deferred Closing Date”) with respect to such Deferred Transferred Company. In no event shall Country for 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. (ii) With respect to any Deferred Transferred Company, period between the Closing Date and the applicable date of the Deferred Closing Date, Purchaser and Parent shall, and Parent shall cause for such Deferred Closing Country on the Sellers todate of the Deferred Closing for such Deferred Closing Country, (iii) subject all assets that would be Transferred Assets, but for the failure to applicable Law and contractual obligations, use reasonable best efforts receive the evidence to cooperate be delivered 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 connection with the economic benefits and burdens that would accrue Closing, shall be regarded as Transferred Assets for purposes of the calculations required under Section 2.5(b), (iii) the Assumed Liabilities relating to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred Closing Country shall be deemed to it have been assumed as of the Closing Date for purposes of Section 2.5(b) 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 (iiiv) the parties shallhereto shall use commercially reasonable efforts, and cooperate with each other, to obtain promptly 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 remaining evidence 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) In respect of each Deferred Transferred Company, Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply through the applicable effectuate a Deferred Closing Date, solely with respect to such Deferred Closing Country. To the extent that Buyer is required to pay any cash consideration for the Transferred CompanyAssets located in any Deferred Closing Countries at a Deferred Closing, Seller shall remit to Buyer, in immediately available funds, the amount of cash consideration allocated to such Deferred Closing Country in accordance with all covenants Section 5.4(k), and agreements contained Buyer shall pay such consideration at such Deferred Closing. (b) Buyer and Seller shall use commercially reasonable efforts between the date hereof and Closing to develop and implement provisional arrangements for each potential Deferred Closing Country, including engaging in the activities set forth in Section 5.22. (c) 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 Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply 2.14 with respect to such Deferred Transferred Company until 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 Date. Deadline pursuant to Section 2.14(a) in respect of such Deferred Closing Country shall cease as of such time the payment contemplated in clause (vi) Unless immediately foregoing is made to Buyer and (iii) at Seller’s request, subject to Section 5.13, Seller and Buyer shall enter into mutually agreeable, commercially reasonable arrangements to allow Seller to continue to conduct the context clearly requires otherwiseBusiness in such Deferred Closing Country. However, all references a party that has breached in any material respect any of its covenants under this Agreement in any manner that proximately contributed to the “Closing” and failure of a Deferred Closing to occur prior to the “Deferred Closing Date” shall, Deadline with respect to any a Deferred Transferred Company, be deemed to refer Closing Country may not give a notice pursuant to the “Deferred Closing” and the “immediately preceding sentence with respect to such Deferred Closing Date,” respectivelyCountry.

Deferred Closings. (i) If, as of the ClosingShare Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than the United States, Canada, or the United Kingdom a Required Jurisdiction (each other any such country, a “Deferred Closing Jurisdiction”), (iA) 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 making the Closing Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (iiB) 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 Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, thenas applicable, at Parent’s election and then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Company Entity (a “Deferred Transferred CompanyEntity”) shall not be transferred to Purchaser or any of its Affiliates at the Closing Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Closing Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Companies Entities (other than any Deferred Transferred CompaniesEntities)). Thereafter, each such Deferred Transferred Company Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) 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 IP Consideration, the Closing Purchase Price Share Sale Consideration or the Closing Contribution Consideration payable by Purchaser at the Closing or the Final Purchase Price Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Company or any Subsidiary thereofEntity; provided, that (x) the Cash, First Share Sale Entities Cash and First Share Sale Entities Indebtedness and Working Capital of any Deferred Transferred Companies and any Subsidiary thereof Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing Adjustments First Share Sale Adjustment and the Post-Closing Adjustments First Share Sale Adjustment as of the Share Sale Effective Time pursuant to Sections 2.4 Section 2.3 through 2.72.6, (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. (ii) With respect to any Deferred Transferred CompanyEntity, between the Closing Date 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 the Sellers its applicable Subsidiaries to, (iA) subject to applicable Law and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (A1) Parent shall, and shall cause the Sellers or their 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 Transferred Company Entity and its Subsidiaries were conveyed and transferred to it as of the Closing Date 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 Company Entity and its Subsidiaries that are available against any third party; (B2) the Deferred Transferred Company 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 (C3) Purchaser shall (I) as agent or subcontractor for the applicable Deferred Transferred Company Entity and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of such Deferred Transferred Company Entity and Subsidiaries and indemnify Parent and its Affiliates in respect of the foregoing, and (II) provide the Deferred Transferred Company 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 2.8(b2.7(b); and (iiB) the parties shall, to the extent permitted by Law, Parties shall treat Purchaser as the owner of any such Deferred Transferred Company Entity for Tax purposes as of the Closing DateShare Sale Effective Time or the Contribution Effective Time, as applicable, except as required by applicable Law. (iii) At each Deferred Closing, if any, (iA) 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) 2.2(b)(ii), as applicable, to the extent related to the Deferred Transferred Company Entity and not previously delivered to Parent (on behalf of the relevant Seller) at the Closing, Closing and (iiB) Parent shall, and shall cause the relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) 2.2(b)(i), as applicable, to the extent related to the Deferred Transferred Company Entity and not previously delivered to Purchaser at the Closing. (iv) In respect of each Deferred Transferred CompanyEntity, Purchaser and Parent shall, and Parent shall cause the Sellers its applicable Subsidiaries to, continue to comply through the applicable Deferred Closing Date, solely with respect to such Deferred Transferred CompanyEntity, 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 Sellers Parent contained in Section 5.4 5.4(a) and the covenants of the parties 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 Company Entity until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to (i) the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred CompanyEntity, be deemed to refer to the “Deferred Closing” and (ii) the “Share Sale Effective Time” or the “Contribution Effective Time,” as applicable, shall, with respect to any Deferred Transferred Entity, be deemed to refer to the “Deferred Closing Date,” respectively.”

Deferred Closings. Following the Initial Closing and for a period of 120 days thereafter, the Company may issue and allot up to 16,340 Shares (ithe "Additional Shares") Ifto additional new investor(s) approved by the Company's Board of Directors ("Deferred Closing Investor(s)"), as in consideration for the payment to the Company by such Deferred Closing Investor(s) of the PPS for each Additional Share purchased thereby and for an aggregate payment to the Company of up to US$ 450,000 (the "Additional Investment Amount"), on the same terms and conditions as set forth herein (the "Deferred Closing(s)", and together with the Initial Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, a “"Closing"). Each Deferred Closing Jurisdiction”), (i) there is an applicable Law then in effect or a Governmental Entity Investor shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (ii) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity be required to consummate execute a joinder to this Agreement and the purchase by Purchaser Company's Shareholders Rights Agreement. Immediately upon receipt from each Deferred Closing Investor of (a) a duly executed joinder to this Agreement and the Company's Shareholders Rights Agreement, and (b) payment of the capital stock of a Transferred Additional Investment Amount for the Additional Shares purchased at the Deferred Closing, the Company (will issue and allot the “Additional Shares to the Deferred Closing Governmental Approvals”) has not been obtainedInvestor, thenthe name, at Parent’s election address and notwithstanding anything number of Additional Shares issued to each Deferred Closing Investor shall be added to Schedule A attached hereto and the Company shall deliver to the contrary Deferred Closing Investor validly executed share certificates covering the Additional Shares issued in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred 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 name of such Deferred Closing Governmental Approvals (a “Deferred Closing” Investor. By execution of this Agreement the Investors hereby acknowledge and such date, a “Deferred Closing Date”) with respect to such Deferred Transferred Company. In no event shall consent 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. (ii) 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 consummation of the Deferred Transferred Company Closing, subject to its terms as set forth above and its Subsidiaries that are available against hereby waive any third party; (B) the Deferred Transferred Company or its applicable Subsidiaries shall hold in trust for and pay to Purchaser promptly upon receipt all rights of preemption, participation, first offer, and notice thereof, or any income, proceeds and other monies received; and (C) Purchaser shall (I) as agent similar right that they may have or subcontractor for had in connection with 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 issuance of the foregoing, and (II) provide Additional Shares under 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 DateCompany's governing documents. (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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained in this Agreement, as to the extent agreed by LivaNova and Purchaser, the conveyance, assignment, transfer, delivery and acceptance of the Closing, in any jurisdiction other than Transferred Assets (the United States, Canada, or the United Kingdom (each other such country, a “Deferred Assets”) located in certain jurisdictions as may be agreed upon by LivaNova and Purchaser prior to the Initial Closing Jurisdiction”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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 ApprovalsCountries”), and the assumption of the Assumed Liabilities (the “Deferred Liabilities”) has not been obtained, then, at Parent’s election and notwithstanding anything relating to the contrary Business conducted in this Agreement, the Deferred Closing Countries or relating to such Transferred Company (a “Deferred Transferred Company”) Assets shall not be transferred to Purchaser or any occur on the Initial Closing Date. (b) The conveyance, assignment, transfer, delivery and acceptance of its Affiliates at the Closing (but Deferred Assets, and the Closing shall otherwise occur assumption of the Deferred Liabilities with respect to a Deferred Closing Country shall if reasonably practicable take place at the Transferred Companies 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, or such other than any Deferred Transferred Companies)). Thereafter, date as LivaNova and Purchaser may mutually agree in writing (each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receiptclosing, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” ”) to be held at such place as LivaNova and such datePurchaser may agree in writing (each day on which a Deferred Closing takes place, being a “Deferred Closing Date”) with respect to such Deferred Transferred Company). In no event shall From and after 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; providedInitial Closing, 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. (ii) With respect to any Deferred Transferred Company, between the Closing Date and until the applicable Deferred Closing Date, Purchaser the Business conducted in the Deferred Closing Countries shall be held for Purchaser’s benefit and Parent shallaccount and shall be managed and operated by the 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 Parent shall cause borne by Purchaser, in each case, as if the Sellers to, (i) 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 parties hereto agree to treat Purchaser (or its designee) as the owner of such Deferred Assets for all Tax purposes as of the Initial Closing Date, except as otherwise required by applicable Law Law. (c) Subject to Section 5.06, at each Deferred Closing, LivaNova and contractual obligations, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which (A) Parent 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 Sellers or their transfer of applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with the economic benefits Transferred Assets 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 Assumed Liabilities to Purchaser promptly upon receipt thereof, any income, proceeds in accordance with Section 1.01 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 Date1.04. (iiid) At each Deferred ClosingFor the avoidance of doubt, if any, (i) Purchaser there shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables be no conditions required to be delivered pursuant satisfied or waived prior to a Deferred Closing in order to consummate the transactions contemplated by this Section 2.3(b)(ii) 2.05 with respect to the extent related to the a 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the ClosingClosing Country. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (ve) Unless the context otherwise clearly requires otherwiserequires, all references in this Agreement to the “Closing” and the or “Closing Date” shall, with respect to any Deferred Transferred CompanyAsset or Deferred Liability, be deemed to refer to the “applicable Deferred Closing” and 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 Country Amount”), shall have been paid on the Initial Closing Date,” respectively. In the event that a local payment of some or all of the relevant Deferred Closing Country Amount is required in a particular jurisdiction, on the Deferred Closing Date for a Deferred Closing Country, Purchaser shall cause the applicable designee of Purchaser to pay an amount equal to the required local payment to the 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 Sellers agree to treat any payments made under this Section 2.05 as an adjustment to the Purchase Price unless otherwise required by applicable Law.

Deferred Closings. (ia) If, as Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom (each other such country, a “Deferred Closing Jurisdiction”this Section 2.16(a)), (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effectthe conveyance, either or both of which has the effect of making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdictionassignment, or (ii) any filing withtransfer and delivery by Seller, notice toand acceptance by Purchaser, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock Purchased Assets, including the Purchased Entity Shares of a Transferred Company GCP Tecnologías Venezuela, S.A. (the “Deferred Assets”), located in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ and Venezuela (the “Deferred Closing Governmental ApprovalsCountries”), and (ii) has not been obtained, then, at Parent’s election and notwithstanding anything the assumption by Purchaser of the Assumed Liabilities to the contrary extent relating to the Business conducted in this Agreementthe Deferred Closing Countries or to the extent relating to the applicable Deferred Assets (the “Deferred Liabilities”), in each case, shall not be required to occur on the Closing Date. For purposes of Article IX, however, without duplication of any amounts included in the calculation of applicable Net Economic Benefit, Purchaser shall be deemed to have assumed the Deferred Liabilities on the Closing Date (with economic effect from the Closing Effective Time). (b) The conveyance, assignment, transfer, delivery and acceptance of the Deferred Assets, and the assumption of the Deferred Liabilities, with respect to a Deferred Closing Country (each such Transferred Company (closing, a “Deferred Transferred CompanyClosing”) shall not be transferred to Purchaser or any of its Affiliates take place at 8:00 a.m., New York City time, at the Closing (but offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other time and location specified in the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each applicable Foreign Acquisition Agreement for such Deferred Transferred Company shall be transferred to Purchaser Closing Country, on the earlier of (or its designated Subsidiaryi) on the fifth (5th) Business Day following the receipt, satisfaction or waiver date on which the last of the conditions set forth in Section 2.16(b) of the Seller Disclosure Schedules with respect to such Deferred Closing Governmental Approvals Country (a “Deferred Closing” Closing Conditions”) have been satisfied (or, to the extent permitted, waived by the Party entitled to the benefits thereof) and such date(ii) (A) in the case of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇, (▇) in the case of China, April 2, 2018, (C) in the case of Indonesia, November 1, 2018, and (D) in the case of Venezuela, December 31, 2019 (each date on which a Deferred Closing takes place, a “Deferred Closing Date”). Purchaser shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the satisfaction of the Deferred Closing Conditions in Argentina, China, Colombia, Indonesia and Peru as soon as reasonably practicable following the Closing. Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the satisfaction of the Deferred Closing Conditions in Venezuela as soon as reasonably practicable following the Closing. If (I) Purchaser and its Affiliates have not satisfied all of the applicable Deferred Closing Conditions by the date the applicable Deferred Closing is required to occur in a Deferred Closing Country pursuant to this Section 2.16(b) and (II) Purchaser and its Affiliates shall have complied with the covenant in the immediately preceding sentence, Seller shall in good faith consider a request by Purchaser to extend such date by an additional three (3) months in such Deferred Closing Country. (c) At each Deferred Closing, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such documents and instruments, as may be reasonably necessary to transfer the Deferred Assets and Deferred Liabilities in such Deferred Closing Country to Purchaser or its applicable Affiliate, in each case consistent with the terms of this Agreement. (d) Subject to compliance with all applicable Law, solely with respect to the Deferred Target Business in a Deferred Closing Country, Seller shall, and shall cause the applicable Deferred Title Holder to, comply with the covenants and agreements set forth in Section 5.2(a) and Section 5.2(b) (other than Section 5.2(b)(iii), Section 5.2(b)(iv) and, except as would not materially and adversely affect the Deferred Business after the applicable Deferred Closing Date, Section 5.2(b)(ix) and, solely to the extent related to such sections, Section 5.2(b)(xiii) (provided, that the foregoing exceptions shall not apply with respect to GCP Tecnologías Venezuela, S.A.)) until the Deferred Closing Date in 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 thereofCountry; provided, that Seller shall not be responsible or liable for any actions taken (or not taken) in accordance with the CashPurchaser Operational Instructions. In addition, Indebtedness and Working Capital of any Deferred Transferred Companies and any Subsidiary thereof will be included in determining from the Closing Adjustments and Effective Time until the Post-Deferred Closing Adjustments in respect of GCP Tecnologías Venezuela, S.A., Seller shall be permitted to declare, make or otherwise effect any dividend or distribution of cash in an amount that is equal to (or up to) the amount of cash held by GCP Tecnologías Venezuela, S.A. as of the Closing Effective Time pursuant Time: provided, however, that in any event Seller shall cause GCP Tecnologías Venezuela, S.A. to Sections 2.4 through 2.7retain, and not to declare, make or otherwise effect any dividends or distributions in respect of cash that was earned by GCP Tecnologías Venezuela, S.A. as a result of the operation of the Deferred Business conducted by GCP Tecnologías Venezuela, S.A. during the applicable Deferred Period. (e) It is the intention of the Parties that each Deferred Beneficiary shall be entitled to the “net economic benefit” relating to the applicable Deferred Target Business arising in respect of trading during the applicable Deferred Period, and in connection therewith, each Deferred Title Holder shall retain such title as it has to the Deferred Assets of the applicable Deferred Target Business and hold such Deferred Assets for the benefit and expense of the applicable Deferred Beneficiary during the applicable Deferred Period. Each Deferred Beneficiary shall be entitled to submit instructions (“Purchaser Operational Instructions”) in respect of the day-to-day operational management of the applicable Deferred Target Business to the Deferred Title Holder, including with respect to the following operational matters (in each case solely to the extent related to the applicable Deferred Target Business): (i) changes to the specifications and method of delivery of products and services to customers in fulfillment of customer orders and after sales care; (ii) With the method and content of advertising and marketing materials relating to products and services; (iii) pricing and other terms and conditions applicable to the sale of products to third parties; (iv) third party supplier matters; (v) credit risk in relation to amounts payable or to become payable by third parties; (vi) production volume; and (vii) to the extent permitted by applicable Law, appointment, remuneration and termination of personnel. Except as otherwise permitted under Section 2.16(g), Seller shall, and shall cause each Deferred Title Holder to, promptly implement and comply with the Purchaser Operational Instructions. For the avoidance of doubt, in the absence of Purchaser Operational Instructions, the Deferred Title Holder shall operate the respective Deferred Target Business (or the part for which no Purchaser Operational Instructions were given) in accordance with Section 2.16(d). (f) During the relevant Deferred Period, Seller shall, and shall cause each Deferred Title Holder and each of its Affiliates to, to the fullest extent permitted by applicable Law, do the following (where applicable): (i) treat all information in relation to the Deferred Business that it holds at Closing or acquires during the Deferred Period as confidential in accordance with Section 5.3; (ii) not discontinue or otherwise withdraw from the conduct or operation of the applicable Deferred Business; and (iii) provide to the Deferred Beneficiary, within three (3) Business Days after the end of each month following the Closing, the monthly trial balance with respect to each Deferred Business for such month in the same form as trial balances are provided to Purchaser under the Transition Services Agreement. (g) Notwithstanding anything herein to the contrary, the provisions of Section 2.16 shall not (i) prevent a Deferred Title Holder (or any of its Affiliates) from carrying out the performance of any obligations arising under or pursuant to a Contract or Permit or otherwise taking any action required by applicable Law, (ii) require the Deferred Title Holder (or any of its Affiliates) to take any action or do or omit to do anything which would reasonably be expected to result in a breach of any Contract or Permit or violation of applicable Law, (iii) require a Deferred Title Holder (or any of its Affiliates) to take any action or do or omit to do anything which such Deferred Title Holder reasonably believes would be materially detrimental to such Deferred Title Holder’s (or any of its Affiliates’) reputation or relationships with customers, employees, vendors, suppliers or Governmental Entities, (iv) require a Deferred Title Holder (or any of its Affiliates) to take any action or do or omit to do anything which cannot be accomplished through the use of commercially reasonable efforts, (v) require a Deferred Title Holder (or any of its Affiliates) to take any action or do or omit to do anything which would fundamentally change the nature of the applicable Deferred Business (as it existed as of the Closing), (vi) require a Deferred Title Holder (or any of its Affiliates) to make any capital contribution or other investment outside the ordinary course of business, or (vii) require a Deferred Title Holder (or any of its Affiliates) to purchase any real property outside the ordinary course of business or incur any capital expenditures outside the ordinary course of business unless the Deferred Beneficiary provides to the Deferred Title Holder, in advance, funds to incur such purchases and expenditures (it being agreed that budgeted capital expenditures and maintenance capital expenditures shall be considered capital expenditures in the ordinary course of business). (h) At least four (4) Business Days prior to the applicable Deferred Closing Date, the applicable Deferred Title Holder (together with the Seller) shall in good faith calculate its estimate of the Deferred Settlement Amount (which may be positive or negative) in respect of the applicable Deferred Business (the “Initial Deferred Settlement Amount”) and advise the applicable Deferred Beneficiary of this amount. (i) The Parties acknowledge that the portion of the Purchase Price allocable to any Deferred Transferred Company, between Closing Country as set forth in the Allocation (each a “Deferred Closing Country Amount”) will be paid by Purchaser to Seller on the Closing Date (in U.S. dollars). On each Deferred Closing Date for such Deferred Closing Country (other than in respect of GCP Tecnologías Venezuela, S.A.), (i) Seller shall reimburse to Purchaser, in U.S. dollars, the amount of such Deferred Closing Country Amount and (ii) the applicable Deferred Beneficiary shall (and Purchaser shall cause such Deferred Beneficiary to) pay to the applicable Deferred Title Holder an amount, in local currency, equal to (A) the local currency equivalent of such Deferred Closing Country Amount (as determined using the Exchange Rate), minus (B) the Initial Deferred Settlement Amount, in each case by wire transfer of immediately available funds to the bank account to be designated by the party that will be receiving such reimbursement or payment, as applicable. On the Deferred Closing Date for GCP Tecnologías Venezuela, S.A., (I) if the applicable Initial Deferred Settlement Amount is a negative number, the applicable Deferred Beneficiary shall (and Purchaser shall cause such Deferred Beneficiary to) pay to the applicable Deferred Title Holder an amount, in U.S. dollars (for this purpose, based on the average exchange rate over the applicable Deferred Period), equal to the absolute value of such Initial Deferred Settlement Amount by wire transfer of immediately available funds to the bank account to be designated by such Deferred Title Holder, and (II) if the applicable Initial Deferred Settlement Amount is positive, no payments in respect thereof shall be made. (j) As soon as reasonably practicable (and within thirty (30) days) following the applicable Deferred Closing Date, Purchaser shall prepare and Parent shalldeliver to the applicable Deferred Title Holder (and Seller) a draft of the Deferred Settlement Statement (the “Draft Deferred Settlement Statement”). Each Draft Deferred Settlement Statement shall be agreed to (or determined, as applicable) in accordance with the provisions of Sections 2.9(c), 2.9(d) and Parent 2.9(e), which shall cause apply mutatis mutandis. Each Deferred Settlement Statement as agreed or determined (as applicable) shall constitute the Sellers toDeferred Settlement Statement for the relevant Deferred Business for purposes of this Agreement and shall be final and binding on Purchaser and Seller. (k) If (except with respect to GCP Tecnologías Venezuela, S.A.): (i) subject to applicable Law and contractual obligationsany Deferred Settlement Amount is less than the corresponding Initial Deferred Settlement Amount, 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 Beneficiary shall pay (and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities of Purchaser shall cause such Deferred Transferred Company Beneficiary to pay) an amount equal to such difference to the corresponding Deferred Title Holder in the applicable local currency; or (ii) any Deferred Settlement Amount is greater than the corresponding Initial Deferred Settlement Amount, the applicable Deferred Title Holder shall pay (and Subsidiaries Seller shall cause such Deferred Title Holder to pay) an amount equal to such difference to the corresponding Deferred Beneficiary in the applicable local currency. (l) If (with respect to GCP Tecnologías Venezuela, S.A.): (i) both the Deferred Settlement Amount and indemnify Parent and its Affiliates the Initial Deferred Settlement Amount are positive, no payments 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 thereof shall be required in furtherance of the provisions of this Section 2.8(b); and made; (ii) the parties shallInitial Deferred Settlement Amount is negative and the Deferred Settlement Amount is negative and less than the Initial Deferred Settlement Amount, the applicable Deferred Beneficiary shall pay (and Purchaser shall cause such Deferred Beneficiary to pay) an amount equal to such difference to the corresponding Deferred Title Holder in U.S. dollars; or (iii) the Initial Deferred Settlement Amount is negative and the Deferred Settlement Amount is greater than the Initial Deferred Settlement Amount, the applicable Deferred Title Holder shall pay (and Seller shall cause such Deferred Title Holder to pay) an amount equal to such difference (but for this purpose, the maximum amount of the Deferred Settlement Amount shall be zero (0)) to the corresponding Deferred Beneficiary in U.S. dollars; or (iv) the Initial Deferred Settlement Amount is positive and the Deferred Settlement Amount is negative, the applicable Deferred Beneficiary shall pay (and Purchaser shall cause such Deferred Beneficiary to pay) an amount equal to the Deferred Settlement Amount to the corresponding Deferred Title Holder in U.S. dollars. (m) Any payment to be made in accordance with Section 2.16(k) and/or Section 2.16(l) shall be made on or before the date that is ten (10) Business Days after the date on which the Deferred Settlement Amount is agreed or determined (as applicable), and in each case shall include interest thereon (calculated from and including the applicable Deferred Closing Date to but excluding the date of payment at the Interest Rate). Such interest shall accrue on a daily basis. For the avoidance of doubt, to the extent permitted by Lawapplicable Law and foreign currency regulations, 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 Title Holder or Deferred Beneficiary may elect to Parent (on behalf of the relevant Seller) the documents make 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closingreceive payments through an Affiliate. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (i) If, as of the Closing, in any jurisdiction other than the United States, Canada, or the United Kingdom a Required Jurisdiction (each other any such country, a “Deferred Closing Jurisdiction”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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 Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company shall be transferred to Purchaser (or its designated SubsidiaryAffiliate) 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 thereofCompany; provided, that the Cash, Indebtedness and Indebtedness, Working Capital and Transaction Expenses 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 Section 2.7. (ii) With respect to any Deferred Transferred Company, between the Closing Date and the applicable Deferred Closing Date, Purchaser and Parent the Sellers shall, and Parent shall cause the Sellers to, (i) subject to applicable Law and contractual obligationsLaw, use reasonable best efforts to cooperate in a (A) enter into one or more mutually agreeable arrangement arrangements under which (A1) Parent shall, and shall cause the Sellers or their applicable Subsidiaries to use reasonable best efforts to shall (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 Date, (II) cooperate with exercise, at the request of Purchaser, at Purchaser’s expense, to enforce any rights of the Deferred Transferred Company and its Subsidiaries that are available against any third partyparty and (III) 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; (B2) 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. 2.5.1 In the event that (iA) If, as any Deferred Closing Asset Consent required in connection with any of the Closing, in any jurisdiction other than assets of the United States, Canada, Archstone Entities set forth on Schedule 2.5.1 has not been obtained on or prior to the United Kingdom (each other such country, a “Deferred Initial Closing Jurisdiction”)Date and the Buyer Parties have elected pursuant to the provisions below to postpone the purchase thereof, (iB) there is an applicable Law then Order issued by a Governmental Authority in effect on the Initial Closing Date (an “Asset Transfer Restriction Order”) preventing or a Governmental Entity shall have issued prohibiting the transfer of any asset of the Archstone Entities to the Buyer Parties, or entered an Order that is then in effect, either or both of which has the effect of making the Closing illegal or otherwise prohibiting its consummation (C) with respect to such jurisdictiona real property asset located in ▇▇▇▇▇▇▇▇▇▇ County, or (ii) any filing withMaryland, notice to, or permit, authorization, registration, consent or approval a certificate 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 Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur compliance with respect to the Transferred Companies (other than any Deferred 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 applicable Tenant 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 Option Law has not been obtained as of the Effective Time pursuant to Sections 2.4 through 2.7. (ii) With respect to any Deferred Transferred Company, between the Initial Closing Date and the applicable Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then (i) the purchase by the Buyer Parties of any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponed, and (ii) the Buyer Parties may elect, in their sole discretion, by written notice delivered to Seller within five (5) Business Days prior to the Initial 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 accordance 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); 2.5, to postpone the purchase by the Buyer Parties of any of the other Deferred Closing Assets, in each case, to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (ii3) Business Days following the date on which (x) the parties shall, applicable Deferred Closing Asset Consent with respect to the extent permitted applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase of the applicable Deferred Closing Asset by Lawa Buyer Party, treat Purchaser an “Extension Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section 9.2. 2.5.2 In the owner event the closing of any such Deferred Transferred Company for Tax purposes as of Closing Assets is postponed in accordance with Section 2.5.1, the Closing Date.following provisions shall apply: (iiia) At each Deferred Immediately prior to the Initial Closing, if any, the Parties shall (i) Purchaser shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables required cause such Deferred Closing Assets to be delivered pursuant transferred to Section 2.3(b)(ii) Seller or another entity mutually agreed upon by ERPOP, AVB and LBHI in accordance with Schedule 2.6 such that the applicable Deferred Closing Assets shall be excluded from the Transferred Assets and the Transferred Subsidiary Assets being transferred to the extent related Buyer Parties at or immediately prior to the Deferred Transferred Company and not previously delivered to Parent (on behalf of the relevant Seller) at the Initial Closing, and (ii) Parent cause the actions set forth on Schedule 2.6 to be modified so as to enable the Initial Closing to occur without transfer of the Deferred Closing Assets (x) with respect to which the applicable Deferred Closing Asset Consents have not been obtained and for which the Buyer Parties have elected to postpone the purchase thereof as provided herein, (y) with respect to which an Asset Transfer Restriction Order is in effect, or (z) with respect to which a certificate of compliance has not been received for any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, in each case, as of the Initial Closing Date. (i) The applicable Buyer Party shall, at the Initial Closing, deposit into an escrow account with an escrow agent mutually acceptable to the Parties (the “Escrow Agent”) a portion of the ERPOP Equity Consideration or the AVB Equity Consideration, as applicable (the “Escrowed Deferred Stock Consideration”), in an amount equal to the amount allocated to the applicable Deferred Closing Asset (which allocated amount is set forth opposite such Deferred Closing Asset on Schedule 2.5.1); provided that there shall be no Escrowed Deferred Stock Consideration deposited with the Escrow Agent with respect to any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, unless the aggregate value of Escrowed Deferred Stock Consideration would be less than $50 million, in which event the aggregate Escrowed Deferred Stock Consideration to be deposited with the Escrow Agent with respect to all such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets shall be equal to the number of EQR Common Shares and/or number of AVB Common Shares (as applicable) allocated to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset(s) (which allocated amount is set forth opposite such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset on Schedule 2.5.1); provided however, that if the aggregate value of such EQR Common Shares and AVB Common Shares (the “▇▇▇▇▇▇▇▇▇▇ County Escrowed Share Value”) is in excess of an amount equal to $50 million less the aggregate value of the Escrowed Deferred Stock Consideration with respect to all other Deferred Closing Assets (such amount the “▇▇▇▇▇▇▇▇▇▇ County Escrowed Consideration Limit”), then the number of EQR Common Shares and number of AVB Common Shares shall be reduced in proportion to the relative value represented by the aggregate number of EQR Common Shares and AVB Common Shares allocated to all such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, until the ▇▇▇▇▇▇▇▇▇▇ County Escrowed Share Value does not exceed the ▇▇▇▇▇▇▇▇▇▇ County Escrowed Consideration Limit. Any fractional shares as a result of determining the Escrowed Deferred Stock Consideration shall be rounded to the nearest whole share. For purposes of valuing the Escrowed Deferred Stock Consideration or any component thereof, the EQR Common Shares shall be deemed to have a value of $58.75 per share and the AVB Common Shares shall be deemed to have a value of $136.00 per share; (ii) the ERPOP Equity Consideration or AVB Equity Consideration, as applicable, payable to Seller (or, if so directed by Seller, to LBHI or a ▇▇▇▇▇▇ Designee) at the Initial Closing in accordance with Section 2.2.1 shall be reduced by the Escrowed Deferred Stock Consideration delivered to the Escrow Agent in accordance with clause (i) above; and (iii) the Parties shall (and LBHI shall cause the relevant Seller applicable Archstone Entities to, ) deliver to Purchaser the Escrow Agent executed but undated originals of all documents or and other deliverables (including Assumption Agreements effecting the assumption by the Buyer Parties or applicable Buyer Designee of Assumed Liabilities relating to such Deferred Closing Asset) necessary to cause the sale, assignment, transfer, conveyance and delivery of the Deferred Closing Assets to the applicable Buyer Party and the assumption of the Assumed Liabilities relating to such Deferred Closing Assets following the earlier to occur of (x) no later than the third Business Day following the date on which (1) the applicable Deferred Closing Asset Consents have actually been received, (2) the Asset Transfer Restriction Orders relating to the applicable Deferred Closing Assets are no longer in effect, or (3) the applicable certificates of compliance are received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, whichever may be applicable, and (y) the Outside Deferred Closing Date (the “Escrowed Deferred Closing Asset Transfer Documents”). (c) Subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2 and subject further to Section 2.5.2(g), the Parties shall provide joint written instructions to the Escrow Agent to (i) release the Escrowed Deferred Stock Consideration (together with any dividends received with respect thereto) relating to each Deferred Closing Asset from escrow, and (ii) deliver the applicable Escrowed Deferred Stock Consideration (together with any dividends received with respect thereto) to Seller (or, if so directed by Seller, to LBHI or a ▇▇▇▇▇▇ Designee), upon the earlier to occur of (x) no later than the third Business Day following the date on which (1) the applicable Deferred Closing Asset Consent relating to the applicable Deferred Closing Asset is actually received, (2) the Asset Transfer Restriction Order relating to the applicable Deferred Closing Asset is no longer in effect, or (3) the applicable certificate of compliance is received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, whichever may be applicable, and (y) the Outside Deferred Closing Date, in each case ((x) and (y)), unless Seller or LBHI shall not have delivered the joint written instructions required to be delivered to the Escrow Agent in accordance with the Deferred Closing Asset Escrow Agreement. Notwithstanding the provisions of this paragraph (c), in the event that, at the time when any Escrowed Deferred Stock Consideration would be released pursuant to Section 2.3(b)(iclause (x) above with respect to any Deferred Closing Asset, the applicable Extension Closings have not previously occurred with respect to all of the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, then the aggregate value of the Escrowed Deferred Stock Consideration that shall be released at such time shall be equal to the excess (if any) of the aggregate value of the Escrowed Deferred Stock Consideration then being held over the aggregate value of the Escrowed Deferred Stock Consideration allocable to the Deferred Closing Assets as to which a closing has not then occurred (including the aggregate value of the portion of the ERPOP Equity Consideration and the AVB Equity Consideration 1). Upon any release of Escrowed Deferred Stock Consideration under the circumstances described in this paragraph, (A) the value of the Escrowed AVB Equity Consideration shall be based on $136.00 per share and the value of the Escrowed ERPOP Equity Consideration shall be based on $58.75 per share; and (B) the AVB Common Shares and EQR Common Shares that continue to be held by the Escrow Agent after such release shall have aggregate values, to the extent related possible, in proportion to the relative aggregate values represented by the EQR Common Shares and the AVB Common Shares allocable to all Deferred Transferred Company and Closing Assets (including any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets) as to which an Extension Closing has not previously delivered to Purchaser then occurred, as set forth on Schedule 2.5.1. Notwithstanding the provisions of this paragraph (c), in the event that, at the Closingtime when any Escrowed Deferred Stock Consideration would be released pursuant to clause (y) above, the applicable Extension Closings have not occurred with respect to all of the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, then the value of the Escrowed Deferred Stock Consideration that shall be released at such time shall be equal to the excess (if any) of the aggregate value of the Escrowed Deferred Stock Consideration then being held over the lesser of $50 million and twenty percent (20%) of the aggregate value of the portion of the ERPOP Equity Consideration and the AVB Equity Consideration allocated to the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets as to which a closing has not occurred, as set forth on Schedule 2.5.1. Upon any release of Escrowed Deferred Stock Consideration under the circumstances described in this paragraph, (I) the value of the Escrowed AVB Equity Consideration shall be based on $136.00 per share and the value of the Escrowed ERPOP Equity Consideration shall be based on $58.75 per share; and (II) the shares of Escrowed Deferred Stock Consideration that continue to be held by the Escrow Agent after such release shall consist, to the extent possible, of AVB Common Shares and EQR Common Shares representing the same percentages of the portions of the AVB Equity Consideration and the ERPOP Equity Consideration, as applicable, allocable to the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets as to which a closing has not then occurred, as set forth on Schedule 2.5.1. (ivd) In respect Subject to Section 2.5.2(g), the Deferred Closing Asset Escrow Agreement shall provide that, subject to satisfaction or waiver of each the conditions set forth in Sections 10.2 and 11.2, the Parties shall provide joint written instructions to the Escrow Agent to release the Escrowed Deferred Transferred Company, Purchaser Closing Asset Transfer Documents from escrow and Parent shall, and Parent shall cause deliver the Sellers to, continue applicable Escrowed Deferred Closing Asset Transfer Documents to comply through the applicable Buyer Parties or to Seller on the date referenced in subsection (c) above (unless the applicable Deferred Closing Asset Consent shall have been received from the applicable third party but the applicable Buyer Party shall not have delivered the joint written instructions required to be delivered by the Deferred Closing Asset Escrow Agreement). Subject to Section 2.5.2(g), without any further action of the parties hereto, on the Outside Deferred Closing Date, solely subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2, any remaining Escrowed Deferred Stock Consideration and Escrowed Deferred Closing Asset Transfer Documents shall be released from escrow in accordance with the terms of the Deferred Closing Asset Escrow Agreement. (e) From and after the Initial Closing Date, the Buyer Parties shall use their respective Commercially Reasonable Efforts (but without any payment of money or other transfer of value to any third party, except as required by the terms of any applicable Contract relating to such Deferred Closing Asset) to obtain from the applicable third party (i) the applicable Deferred Closing Asset Consent for the conveyance, assignment or transfer of the applicable Deferred Closing Asset to the applicable Buyer Party or Buyer Designee, or (ii) written confirmation reasonably satisfactory in form and substance to ▇▇▇▇▇▇ and the Buyer Designees confirming that such Deferred Closing Asset Consent or approval is not required. Subject to compliance by the Buyer Parties with Section 13.10.1(g), Seller and the ▇▇▇▇▇▇ Entities shall use their Commercially Reasonable Efforts to cooperate with the Buyer Parties in obtaining the Deferred Closing Asset Consents and shall take any actions that can be taken only by the owner of such Deferred Closing Asset (and not by the Buyer Parties) and which is reasonably requested by the Buyer Parties with respect to such Deferred Transferred CompanyClosing Asset Consents within five (5) Business Days following the receipt of such request from the Buyer Parties; provided, with all covenants however, that the Buyer Parties acknowledge that Seller and agreements contained in this Agreement that are required by their terms LBHI shall have limited organization, infrastructure and other resources to be performed prior provide assistance to Buyer Parties after the Closing, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Initial Closing Date. (vf) Unless The Parties shall enter into, as of the context clearly requires otherwiseInitial Closing Date, all references the Deferred Closing Asset Arrangement Agreement(s). (g) In the event that an Asset Transfer Restriction Order is in effect on the date that is 180 days after the date of this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer Closing Asset or a certificate of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the date that is 180 days after the date of this Agreement with respect to any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset (each such asset, a “Retained Deferred Closing” Closing Asset”), then the Extension Closing with respect to such Retained Deferred Closing Asset shall be further postponed in accordance with this Section 2.5.2(g) and the “following provisions shall apply: (i) The applicable Buyer Party shall deliver to the Seller, LBHI and the Escrow Agent, on or prior to the date that is 180 days after the date of this Agreement written certification that an Asset Transfer Restriction Order is in effect or that a certificate of compliance has not been obtained with respect to a ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Date,” respectivelyAsset and a calculation of the Retained Escrowed Stock Consideration (such notice, an “Extension Notice”). (ii) The Deferred Closing Asset Escrow Agreement shall provide that in the event an Extension Notice has been received by the Escrow Agent, the Escrow Agent shall (X) continue to hold in escrow the Deferred Closing Asset Transfer Documents related to the Retained Deferred Closing Asset (the “Retained Escrowed Documents”) and (Y) continue to hold the Retained Escrowed Stock Considera

Deferred Closings. (i) If, as of the Closing, in any jurisdiction country other than the United States, Canada, or the United Kingdom a Primary Jurisdiction (each other any such country, a “Deferred Closing Jurisdiction”), (iA) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a 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 effect of restraining, enjoining, or making illegal the Closing illegal transactions contemplated by this Agreement or otherwise prohibiting its the consummation of the Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, or (iiB) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Purchaser of the capital stock Shares of a Transferred Company (or the indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) has not been obtained, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser have been obtained or (C) any consent listed on Section 2.9(b) of its Affiliates at the Closing (but the Closing Seller Disclosure Schedule shall otherwise occur not have been obtained with respect to the Transferred Companies Company specified therein (other than any the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies)). Thereafter) (each, each such a “Deferred Transferred Company Business”) shall be transferred to Purchaser deferred until the third (or its designated Subsidiary) on the fifth (5th3rd) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, 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 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 2.7Business. (ii) With respect to any Deferred Transferred Company, between Until the Closing Date and the applicable Deferred Closing Outside Date, Parent, Sellers and Purchaser and Parent shall, and Parent shall cause the Sellers to, (i) subject to consistent with any contractual obligation or any applicable Law and contractual obligationslegal or fiduciary obligation under applicable Law, use reasonable best efforts to cooperate in a mutually agreeable arrangement under which Purchaser (Aor one or more of its Affiliates) Parent shallwould, in compliance with applicable Law, obtain the benefits and shall cause assume the Sellers or their applicable Subsidiaries to use reasonable best efforts to (I) provide Purchaser with obligations and bear the economic benefits burdens associated with operating a Deferred Business for the period between the Closing and burdens that would accrue the Deferred Closing with respect to it if such Deferred Transferred Company and its Subsidiaries were conveyed and transferred to it as of Business. Notwithstanding the foregoing, during the period beginning on the Closing Date and (II) cooperate with Purchaser, at Purchaser’s expense, to enforce any rights ending on the earlier of the Deferred Transferred Company Closing Date and its Subsidiaries 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 are available against (x) Purchaser shall promptly reimburse Parent for any third partyamounts 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) the Deferred Transferred Company make or its applicable Subsidiaries shall hold in trust for and 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 promptly upon receipt thereof, any income, proceeds and other monies receivedthe applicable Deferred Closing Date); and or (C) Purchaser shall (I) as agent sell, lease, license or subcontractor for the applicable Deferred Transferred Company and Subsidiaries thereof, pay, perform and discharge fully when due the Liabilities otherwise dispose of such Deferred Transferred Company and Subsidiaries and indemnify Parent and its Affiliates in respect any asset of the foregoing, and (II) provide Deferred Business to any Person except for sales of inventory or product in the Deferred Transferred Company and the Parent Group such maintenance, support or other services, products or payments as may be required in furtherance ordinary course 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 Datebusiness. (iii) At each Deferred Closing, if any, Purchaser and Parent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account to Parent (ior to a designee of Parent), on behalf of and in its capacity as agent for each Seller, by wire transfer to an account or accounts designated by Parent (or by such designee), an amount equal to the 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 Outside 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 (or 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 Parent (on behalf of the relevant Seller) 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 Transferred Company Business and not previously delivered to Parent (on behalf of the relevant Seller) Seller at the Closing, and (iiB) Parent shall, and shall cause the relevant Seller to, 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 Transferred Company Business and not previously delivered to Purchaser at the Closing. (ivv) In respect of each Deferred Transferred CompanyBusiness, Sellers and Purchaser and Parent shall, and Parent shall cause the Sellers to, continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties 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, 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 (C) each of Parent and Purchaser shall pay or cause to be paid 50% of the excess of the purchase price therefor over Section 2.9(b)(vi) of the Seller Disclosure Schedule. Section 5.14 Parent and Purchaser shall not apply jointly control any negotiations with respect to such Deferred Transferred Company until the Deferred Closing Date. (v) Unless the context clearly requires otherwiseacquisition, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect neither Parent nor Purchaser shall agree to any Deferred Transferred Companyacquisition without the other’s consent (not to be unreasonably withheld, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectivelyconditioned or delayed).

Deferred Closings. 2.5.1 In the event that (iA) If, as any Deferred Closing Asset Consent required in connection with any of the Closing, in any jurisdiction other than assets of the United States, Canada, Archstone Entities set forth on Schedule 2.5.1 has not been obtained on or prior to the United Kingdom (each other such country, a “Deferred Initial Closing Jurisdiction”)Date and the Buyer Parties have elected pursuant to the provisions below to postpone the purchase thereof, (iB) there is an applicable Law then Order issued by a Governmental Authority in effect on the Initial Closing Date (an “Asset Transfer Restriction Order”) preventing or a Governmental Entity shall have issued prohibiting the transfer of any asset of the Archstone Entities to the Buyer Parties, or entered an Order that is then in effect, either or both of which has the effect of making the Closing illegal or otherwise prohibiting its consummation (C) with respect to such jurisdictiona real property asset located in ▇▇▇▇▇▇▇▇▇▇ County, or (ii) any filing withMaryland, notice to, or permit, authorization, registration, consent or approval a certificate 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 Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser or any of its Affiliates at the Closing (but the Closing shall otherwise occur compliance with respect to the Transferred Companies (other than any Deferred 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 applicable Tenant 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 Option Law has not been obtained as of the Effective Time pursuant to Sections 2.4 through 2.7. (ii) With respect to any Deferred Transferred Company, between the Initial Closing Date and the applicable Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then (i) the purchase by the Buyer Parties of any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponed, and (ii) the Buyer Parties may elect, in their sole discretion, by written notice delivered to Seller within five (5) Business Days prior to the Initial 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 accordance 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); 2.5, to postpone the purchase by the Buyer Parties of any of the other Deferred Closing Assets, in each case, to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (ii3) Business Days following the date on which (x) the parties shall, applicable Deferred Closing Asset Consent with respect to the extent permitted applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase of the applicable Deferred Closing Asset by Lawa Buyer Party, treat Purchaser an “Extension Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section 9.2. 2.5.2 In the owner event the closing of any such Deferred Transferred Company for Tax purposes as of Closing Assets is postponed in accordance with Section 2.5.1, the Closing Date.following provisions shall apply: (iiia) At each Deferred Immediately prior to the Initial Closing, if any, the Parties shall (i) Purchaser shall deliver to Parent (on behalf of the relevant Seller) the documents or other deliverables required cause such Deferred Closing Assets to be delivered pursuant transferred to Section 2.3(b)(ii) Seller or another entity mutually agreed upon by ERPOP, AVB and LBHI in accordance with Schedule 2.6 such that the applicable Deferred Closing Assets shall be excluded from the Transferred Assets and the Transferred Subsidiary Assets being transferred to the extent related Buyer Parties at or immediately prior to the Deferred Transferred Company and not previously delivered to Parent (on behalf of the relevant Seller) at the Initial Closing, and (ii) Parent cause the actions set forth on Schedule 2.6 to be modified so as to enable the Initial Closing to occur without transfer of the Deferred Closing Assets (x) with respect to which the applicable Deferred Closing Asset Consents have not been obtained and for which the Buyer Parties have elected to postpone the purchase thereof as provided herein, (y) with respect to which an Asset Transfer Restriction Order is in effect, or (z) with respect to which a certificate of compliance has not been received for any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, in each case, as of the Initial Closing Date. (i) The applicable Buyer Party shall, at the Initial Closing, deposit into an escrow account with an escrow agent mutually acceptable to the Parties (the “Escrow Agent”) a portion of the ERPOP Equity Consideration or the AVB Equity Consideration, as applicable (the “Escrowed Deferred Stock Consideration”), in an amount equal to the amount allocated to the applicable Deferred Closing Asset (which allocated amount is set forth opposite such Deferred Closing Asset on Schedule 2.5.1); provided that there shall be no Escrowed Deferred Stock Consideration deposited with the Escrow Agent with respect to any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, unless the aggregate value of Escrowed Deferred Stock Consideration would be less than $50 million, in which event the aggregate Escrowed Deferred Stock Consideration to be deposited with the Escrow Agent with respect to all such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets shall be equal to the number of EQR Common Shares and/or number of AVB Common Shares (as applicable) allocated to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset(s) (which allocated amount is set forth opposite such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset on Schedule 2.5.1); provided however, that if the aggregate value of such EQR Common Shares and AVB Common Shares (the “▇▇▇▇▇▇▇▇▇▇ County Escrowed Share Value”) is in excess of an amount equal to $50 million less the aggregate value of the Escrowed Deferred Stock Consideration with respect to all other Deferred Closing Assets (such amount the “▇▇▇▇▇▇▇▇▇▇ County Escrowed Consideration Limit”), then the number of EQR Common Shares and number of AVB Common Shares shall be reduced in proportion to the relative value represented by the aggregate number of EQR Common Shares and AVB Common Shares allocated to all such ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, until the ▇▇▇▇▇▇▇▇▇▇ County Escrowed Share Value does not exceed the ▇▇▇▇▇▇▇▇▇▇ County Escrowed Consideration Limit. Any fractional shares as a result of determining the Escrowed Deferred Stock Consideration shall be rounded to the nearest whole share. For purposes of valuing the Escrowed Deferred Stock Consideration or any component thereof, the EQR Common Shares shall be deemed to have a value of $58.75 per share and the AVB Common Shares shall be deemed to have a value of $136.00 per share; (ii) the ERPOP Equity Consideration or AVB Equity Consideration, as applicable, payable to Seller (or, if so directed by Seller, to LBHI or a ▇▇▇▇▇▇ Designee) at the Initial Closing in accordance with Section 2.2.1 shall be reduced by the Escrowed Deferred Stock Consideration delivered to the Escrow Agent in accordance with clause (i) above; and (iii) the Parties shall (and LBHI shall cause the relevant Seller applicable Archstone Entities to, ) deliver to Purchaser the Escrow Agent executed but undated originals of all documents or and other deliverables (including Assumption Agreements effecting the assumption by the Buyer Parties or applicable Buyer Designee of Assumed Liabilities relating to such Deferred Closing Asset) necessary to cause the sale, assignment, transfer, conveyance and delivery of the Deferred Closing Assets to the applicable Buyer Party and the assumption of the Assumed Liabilities relating to such Deferred Closing Assets following the earlier to occur of (x) no later than the third Business Day following the date on which (1) the applicable Deferred Closing Asset Consents have actually been received, (2) the Asset Transfer Restriction Orders relating to the applicable Deferred Closing Assets are no longer in effect, or (3) the applicable certificates of compliance are received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, whichever may be applicable, and (y) the Outside Deferred Closing Date (the “Escrowed Deferred Closing Asset Transfer Documents”). (c) Subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2 and subject further to Section 2.5.2(g), the Parties shall provide joint written instructions to the Escrow Agent to (i) release the Escrowed Deferred Stock Consideration (together with any dividends received with respect thereto) relating to each Deferred Closing Asset from escrow, and (ii) deliver the applicable Escrowed Deferred Stock Consideration (together with any dividends received with respect thereto) to Seller (or, if so directed by Seller, to LBHI or a ▇▇▇▇▇▇ Designee), upon the earlier to occur of (x) no later than the third Business Day following the date on which (1) the applicable Deferred Closing Asset Consent relating to the applicable Deferred Closing Asset is actually received, (2) the Asset Transfer Restriction Order relating to the applicable Deferred Closing Asset is no longer in effect, or (3) the applicable certificate of compliance is received with respect to the applicable ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset, whichever may be applicable, and (y) the Outside Deferred Closing Date, in each case ((x) and (y)), unless Seller or LBHI shall not have delivered the joint written instructions required to be delivered to the Escrow Agent in accordance with the Deferred Closing Asset Escrow Agreement. Notwithstanding the provisions of this paragraph (c), in the event that, at the time when any Escrowed Deferred Stock Consideration would be released pursuant to Section 2.3(b)(iclause (x) above with respect to any Deferred Closing Asset, the applicable Extension Closings have not previously occurred with respect to all of the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, then the aggregate value of the Escrowed Deferred Stock Consideration that shall be released at such time shall be equal to the excess (if any) of the aggregate value of the Escrowed Deferred Stock Consideration then being held over the aggregate value of the Escrowed Deferred Stock Consideration allocable to the Deferred Closing Assets as to which a closing has not then occurred (including the aggregate value of the portion of the ERPOP Equity Consideration and the AVB Equity Consideration allocated to the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets as to which a closing has not occurred, as set forth on Schedule 2.5.1). Upon any release of Escrowed Deferred Stock Consideration under the circumstances described in this paragraph, (A) the value of the Escrowed AVB Equity Consideration shall be based on $136.00 per share and the value of the Escrowed ERPOP Equity Consideration shall be based on $58.75 per share; and (B) the AVB Common Shares and EQR Common Shares that continue to be held by the Escrow Agent after such release shall have aggregate values, to the extent related possible, in proportion to the relative aggregate values represented by the EQR Common Shares and the AVB Common Shares allocable to all Deferred Transferred Company and Closing Assets (including any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets) as to which an Extension Closing has not previously delivered to Purchaser then occurred, as set forth on Schedule 2.5.1. Notwithstanding the provisions of this paragraph (c), in the event that, at the Closingtime when any Escrowed Deferred Stock Consideration would be released pursuant to clause (y) above, the applicable Extension Closings have not occurred with respect to all of the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets, then the value of the Escrowed Deferred Stock Consideration that shall be released at such time shall be equal to the excess (if any) of the aggregate value of the Escrowed Deferred Stock Consideration then being held over the lesser of $50 million and twenty percent (20%) of the aggregate value of the portion of the ERPOP Equity Consideration and the AVB Equity Consideration allocated to the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets as to which a closing has not occurred, as set forth on Schedule 2.5.1. Upon any release of Escrowed Deferred Stock Consideration under the circumstances described in this paragraph, (I) the value of the Escrowed AVB Equity Consideration shall be based on $136.00 per share and the value of the Escrowed ERPOP Equity Consideration shall be based on $58.75 per share; and (II) the shares of Escrowed Deferred Stock Consideration that continue to be held by the Escrow Agent after such release shall consist, to the extent possible, of AVB Common Shares and EQR Common Shares representing the same percentages of the portions of the AVB Equity Consideration and the ERPOP Equity Consideration, as applicable, allocable to the ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Assets as to which a closing has not then occurred, as set forth on Schedule 2.5.1. (ivd) In respect Subject to Section 2.5.2(g), the Deferred Closing Asset Escrow Agreement shall provide that, subject to satisfaction or waiver of each the conditions set forth in Sections 10.2 and 11.2, the Parties shall provide joint written instructions to the Escrow Agent to release the Escrowed Deferred Transferred Company, Purchaser Closing Asset Transfer Documents from escrow and Parent shall, and Parent shall cause deliver the Sellers to, continue applicable Escrowed Deferred Closing Asset Transfer Documents to comply through the applicable Buyer Parties or to Seller on the date referenced in subsection (c) above (unless the applicable Deferred Closing Asset Consent shall have been received from the applicable third party but the applicable Buyer Party shall not have delivered the joint written instructions required to be delivered by the Deferred Closing Asset Escrow Agreement). Subject to Section 2.5.2(g), without any further action of the parties hereto, on the Outside Deferred Closing Date, solely subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2, any remaining Escrowed Deferred Stock Consideration and Escrowed Deferred Closing Asset Transfer Documents shall be released from escrow in accordance with the terms of the Deferred Closing Asset Escrow Agreement. (e) From and after the Initial Closing Date, the Buyer Parties shall use their respective Commercially Reasonable Efforts (but without any payment of money or other transfer of value to any third party, except as required by the terms of any applicable Contract relating to such Deferred Closing Asset) to obtain from the applicable third party (i) the applicable Deferred Closing Asset Consent for the conveyance, assignment or transfer of the applicable Deferred Closing Asset to the applicable Buyer Party or Buyer Designee, or (ii) written confirmation reasonably satisfactory in form and substance to ▇▇▇▇▇▇ and the Buyer Designees confirming that such Deferred Closing Asset Consent or approval is not required. Subject to compliance by the Buyer Parties with Section 13.10.1(g), Seller and the ▇▇▇▇▇▇ Entities shall use their Commercially Reasonable Efforts to cooperate with the Buyer Parties in obtaining the Deferred Closing Asset Consents and shall take any actions that can be taken only by the owner of such Deferred Closing Asset (and not by the Buyer Parties) and which is reasonably requested by the Buyer Parties with respect to such Deferred Transferred CompanyClosing Asset Consents within five (5) Business Days following the receipt of such request from the Buyer Parties; provided, with all covenants however, that the Buyer Parties acknowledge that Seller and agreements contained in this Agreement that are required by their terms LBHI shall have limited organization, infrastructure and other resources to be performed prior provide assistance to Buyer Parties after the Closing, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Initial Closing Date. (vf) Unless The Parties shall enter into, as of the context clearly requires otherwiseInitial Closing Date, all references the Deferred Closing Asset Arrangement Agreement(s). (g) In the event that an Asset Transfer Restriction Order is in effect on the date that is 180 days after the date of this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer Closing Asset or a certificate of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the date that is 180 days after the date of this Agreement with respect to any ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Asset (each such asset, a “Retained Deferred Closing” Closing Asset”), then the Extension Closing with respect to such Retained Deferred Closing Asset shall be further postponed in accordance with this Section 2.5.2(g) and the “following provisions shall apply: (i) The applicable Buyer Party shall deliver to the Seller, LBHI and the Escrow Agent, on or prior to the date that is 180 days after the date of this Agreement written certification that an Asset Transfer Restriction Order is in effect or that a certificate of compliance has not been obtained with respect to a ▇▇▇▇▇▇▇▇▇▇ County Deferred Closing Date,” respectivelyAsset and a calculation of the Retained Escrowed Stock Consideration (such notice, an “Extension Notice”). (ii) The Deferred Closing Asset Escrow Agreement shall provide that in the event an Extension Notice has been received by the Escrow Agent, the Escrow Agent shall (X) continue to hold in escrow the Deferred Closing Asset Transfer Documents related to the Re

Deferred Closings. (a) Notwithstanding anything herein to the contrary, if (i) Ifany (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, in any jurisdiction other than the United States, Canada, or the United Kingdom . (b) The closing of each other such country, a “Deferred Closing Jurisdiction”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (ii) any filing with, notice to, or permit, authorization, registration, consent or approval transfer 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 Transferred Company Business (a “Deferred Transferred CompanyTransfer”) 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 1.5 as a result of any Deferred Transfer. At the closing of each Deferred Transfer, the 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 such Deferred Jurisdiction. Notwithstanding that legal title to the Deferred Businesses will not be transferred to the Purchaser or on the Closing Date, 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 transfer occurred at the Closing, except to the extent otherwise expressly provided in this Section 2.5. Neither the Seller nor any of its Affiliates makes any representation or warranty of any kind whatsoever, whether express or implied, at the Closing (but the Closing shall otherwise occur Law or in equity, with respect to the Transferred Companies (Deferred Businesses, other than any as set forth in Article III of this Agreement and then only as of the date of this Agreement and as of the Closing Date, in accordance with the terms of this Agreement. (c) From and after the Closing, and until the Deferred Transferred Companies)). ThereafterTransfer, each such Deferred Transferred Company shall Business (including all Cash generated with respect thereto) will be transferred to Purchaser held for the Purchaser’s (or its designated SubsidiaryAffiliate’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 the fifth 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 any such net amount (5th) Business Day following the receipttaking into account all such items of income, satisfaction or waiver of such Deferred Closing Governmental Approvals (a “Deferred Closing” gain, loss, Tax expense, and such date, a “Deferred Closing Date”) Tax benefit 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; providedBusiness) shall, 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. (ii) With respect to any Deferred Transferred Company, between the Closing Date and promptly following the applicable Deferred Closing Date, Purchaser and Parent shall, and Parent shall cause the Sellers toTransfer, (i) subject be paid over to applicable Law and contractual obligationsthe Purchaser by the Seller or its Affiliate, 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 net amount is a positive amount or (ii) be reimbursed by 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 Purchaser or its applicable Subsidiaries Affiliate to the Seller, if such net amount is a negative amount. The Seller shall hold deliver to the Purchaser a statement reflecting its calculation of such net amount in trust for and pay to Purchaser reasonable detail promptly upon receipt thereof, any income, proceeds and other monies received; and (C) Purchaser shall (I) as agent or subcontractor for following the applicable Deferred Transferred Company Transfer (each, a “Deferred Transfer Statement”). In the event that the Purchaser does not agree with a Deferred Transfer Statement as proposed by the Seller and Subsidiaries thereof, pay, perform and discharge fully when due provides the Liabilities Seller with written notice of such Deferred Transferred Company disagreement, and Subsidiaries and indemnify Parent and its Affiliates in respect the basis for such disagreement, within twenty (20) Business Days after delivery of the foregoingproposed 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 (II) provide the Deferred Transferred Company decision of such firm shall be final and binding on the Parent Group parties. Any such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of payment pursuant to this Section 2.8(b); and 2.5(c) shall be treated as a decrease in the Purchase Price (iiin the case of a payment to the Purchaser) or an increase in the parties shallPurchase Price (in the case of a payment to the Seller) and, to the extent permitted by Law, treat Purchaser the final Allocation Schedule has been agreed as provided in Section 2.4 at the owner time of any such Deferred Transferred Company for Tax purposes as payment, the portion of the Closing DatePurchase Price allocated to such Deferred Business shall be decreased (but not below zero) or increased accordingly. (iiid) At During the period from the Closing Date through (and including) the Local Closing Date (the “Interim Period”), the Seller shall cause each Deferred ClosingBusiness to be operated on a basis consistent with past practice (and accounted for in a manner consistent with 2017, if anyincluding the treatment of allocated costs and related party transactions) or, (i) unless prohibited by applicable Law, otherwise in such manner as the Purchaser shall deliver to Parent reasonably request. (on behalf of the relevant Sellere) the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(ii) Except to the extent related relating to the Deferred Transferred Company and not previously delivered to Parent (on behalf or arising out of gross negligence or willful misconduct by a member of the relevant Seller) at Seller Group, the ClosingPurchaser will indemnify and hold harmless the Seller Group from and against any and all Losses which the Seller Group may incur or suffer, and (ii) Parent shallany and all Taxes, and shall cause the relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to such Losses or Taxes arise out of or as a result of the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) In respect Seller Group’s post-Closing direct or indirect ownership, management or operation 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, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing DateBusiness. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (a) Notwithstanding anything in this Agreement to the contrary, if (i) Ifthe 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 “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 Ancillary Restructuring, Ancillary Payroll Services or Ancillary Regulatory Approval has not been completed, implemented or obtained (each, a “Deferred Jurisdiction”) (such NewCo Equity Interest, Purchased Assets, Business 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 2.18 and the Disapplied Provisions shall apply to the Deferred 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 (C) (and the condition set forth in Section 2.18(h)(i)(B) has not been satisfied) have been satisfied (or, to the extent permitted by applicable Law, waived), then, in lieu of implementing the terms of this Section 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. In respect of the Disapplied Provisions, (A) the term “GES 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 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 twelve (12) months following the Closing Date for all jurisdictions, irrespective of whether any jurisdiction is subject to a Deferred Transfer pursuant to Section 2.18. (b) The closing of each transfer of a Deferred Business (a “Deferred Transfer”) will be effected on the first (1st) day of the 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 obligations of Purchaser and Seller under Section 2.18(h) to the extent relating to the applicable Deferred 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, if such day is not a Business Day in the applicable Deferred Jurisdiction, 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 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 date on which the Deferred Transfer occurs, 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) 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 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 use commercially reasonable efforts to cause each Deferred Business to be operated in the ordinary course, but in all cases, subject to the terms and conditions of this Agreement (including Section 5.1) and the other Transaction Documents. (f) In the event that, 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”), (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 U.K. NewCo has the effect of making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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”) been formed and incorporated but has not been obtainedimplemented payroll and benefit services, then, at Parent’s election and notwithstanding anything to the contrary in this Agreement, such Transferred Company (a “Deferred Transferred Company”) shall not be transferred to Purchaser Seller or any Affiliate of its Affiliates at the Closing (but the Closing Seller shall otherwise occur with respect provide local payroll or benefit services to the Transferred Companies (other than any Deferred Transferred Companies)). Thereafter, each such Deferred Transferred Company shall be transferred to Purchaser (or its designated Subsidiary) U.K. NewCo on the fifth (5th) Business Day following same terms and conditions as mutually agreed between the receiptParties, satisfaction directly or waiver of indirectly, through a third-party 41 provider, on a transitional services basis until 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 local payroll or benefits administration are established by 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 2.7U.K. NewCo. (iig) With respect to any Deferred Transferred Company, between The Parties hereby agree that they may amend or supplement 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 terms of this Section 2.8(b); and (ii) the parties shall, to the extent permitted 2.18 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 relevant Seller to, deliver to Purchaser the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i) to the extent related to the Deferred Transferred Company and not previously delivered to Purchaser at the Closing. (iv) 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 Closingmutual written consent, including the covenants of the Sellers contained in Section 5.4 and the covenants of the parties contained in Section 5.3. Section 5.14 shall not apply with respect to such Deferred Transferred Company until the Deferred Closing Dateby e-mail. (v) Unless the context clearly requires otherwise, all references in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.

Deferred Closings. (ia) IfNotwithstanding anything to the contrary herein, 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”), (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 making the Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, 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”) French Put Option Exercise has not been obtainedoccurred, then, at Parent’s election and notwithstanding anything to the contrary in this AgreementAgreement and subject to the remainder of this Section 2.12, such Transferred Company the French Entity (a the “French Deferred Transferred CompanyPurchased Entity”) shall not be transferred to Purchaser or any of its Affiliates Purchasers at the Closing (but the Closing shall otherwise occur with respect to the Transferred Companies Purchased Entities (other than any the French Deferred Transferred CompaniesPurchased Entity), Purchased Assets (other 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) and Assumed Liabilities (and, in the event of an Australian Deferred Closing, other than the Assumed Liabilities of the Australian Seller)). ThereafterNotwithstanding anything to the contrary herein, each such if, as of the Closing, the 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. ▇▇▇▇▇▇▇▇) 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 Transferred Company 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 Australian Seller) and Assumed Liabilities (other than the 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 Purchaser (or its designated Subsidiary) Purchasers on the fifth (5th) Business Day following the receipt, satisfaction or waiver of such Deferred Closing Governmental Approvals French Put Option Exercise (a the “French Deferred Closing” and such date, a 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 Transferred CompanyClosing” 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 Purchaser Purchasers at the Closing or the Final Purchase Price be reduced or deferred in respect of any the French Deferred Transferred Company Purchased Entity or any Subsidiary thereof; providedthe Australian Deferred Business, it being understood, for the avoidance of doubt, that the CashCash Amounts, Indebtedness Indebtedness, Transaction Expenses and Working Capital of any or relating to the French Deferred Transferred Companies Purchased Entity and any Subsidiary thereof of or relating to the Australian Deferred Business, each as of the Measurement Time, will be included in determining the Closing Adjustments Cash Amounts, the WC Adjustment Amount, the Closing Indebtedness and the Post-Closing Adjustments as of the Effective Time Transaction Expenses pursuant to Sections 2.4 through 2.7. (ii) With respect Section 2.9. For purposes of Article X only and subject to any the Deferred Transferred CompanyClosing, between Purchasers shall be deemed to have assumed the Closing Date Assumed Liabilities of or relating to the French Deferred Purchased Entity and the applicable Australian 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 Business on the Closing Date. (iiib) At each the Deferred Closing, if any, (i) Purchaser Purchasers shall deliver to Parent Seller (on behalf of the relevant SellerSeller Entity) the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(ii2.8(a) to the extent related to the French Deferred Transferred Company Purchased Entity or the Australian Deferred Business and not previously delivered to Parent Seller (on behalf of the relevant SellerSeller Entity) at the Closing, and (ii) Parent Seller shall, and shall cause the relevant Seller Entity to, deliver to Purchaser Purchasers the documents or other deliverables required to be delivered pursuant to Section 2.3(b)(i2.8(b) to the extent related to the French Deferred Transferred Company Purchased Entity or the Australian Deferred Business and not previously delivered to Purchaser Purchasers at the Closing, in each case as applicable. (ivc) In respect of each the French Deferred Transferred CompanyPurchased Entity and the Australian Deferred Business, Purchaser Purchasers and Parent shall, and Parent Seller shall cause the Sellers to, continue to comply through the applicable Deferred Closing Date, solely with respect to such French Deferred Transferred CompanyPurchased 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 Closing, including the covenants of the Sellers Seller contained in Section 5.4 5.2 and the covenants of the parties contained in Section 5.35.1. 14. Section 5.14 shall not apply with respect to such Deferred Transferred Company until 2.15 of the Deferred Closing Date. (v) Unless the context clearly requires otherwise, all references Purchase Agreement is hereby amended and restated in this Agreement to the “Closing” and the “Closing Date” shall, with respect to any Deferred Transferred Company, be deemed to refer to the “Deferred Closing” and the “Deferred Closing Date,” respectively.its entirety as follows: