Common use of on the Closing Date Clause in Contracts

on the Closing Date. (a) the Seller shall (and, to the extent relevant, shall cause its Affiliates to): (i) deliver to the Purchaser duly signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF); (ii) procure that a meeting of MIF’s shareholders’ meeting is convened on the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner; (iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date; (iv) procure that a meeting of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above; (v) make or procure the discharge and repayment in cash by the relevant members of the Seller’s Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies; (vi) deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder); (vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company; (viii) provide certified copies of the minutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereof, in accordance with applicable law; (ix) provide the unconditional resignation letter of the statutory auditor (“commissaire aux comptes”) of each of the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accounts; (x) deliver to the Purchaser a certificate, in the form set forth in Schedule “Seller’s Closing Certificate” signed by the Seller confirming that (i) the Warranties remain true and accurate in all material respects as at the Closing Date; (ii) the Seller has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies; (xi) deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto; (xii) deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited; (xiii) deliver to the Purchaser original owner’s mortgage deeds with respect to RIAS properties. (b) the Purchaser shall: (i) pay the Initial Consideration in cash to the Seller in accordance with Section 3.3; (ii) for itself and on behalf of the relevant member(s) of the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group; (iii) deliver to the Seller a certificate, in the form set forth in Schedule “Purchaser’s Closing Certificate” signed by the Purchaser confirming that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating thereto.

on the Closing Date. (a) the Seller shall (and, to the extent relevant, shall cause its Affiliates to): (i) deliver to the Purchaser duly signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF); (ii) procure that a meeting of MIF’s 's shareholders’ ' meeting is convened on the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“"part de commandité”"), to amend the company’s 's corporate name to reflect such sale and to replace the General Partner; (iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date; (iv) procure that a meeting of the related Group Companies’ ' corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above; (v) make or procure the discharge and repayment in cash by the relevant members of the Seller’s 's Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s 's (and the relevant member(s) of the Seller’s 's Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies; (vi) deliver the share transfer register (“"registre des mouvements de titres”") and shareholders’ ' accounts (“"comptes individuels d’actionnaires”d'actionnaires") or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder); (vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company; (viii) provide certified copies of the minutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“"avis”") in respect thereof, in accordance with applicable law; (ix) provide the unconditional resignation letter of the statutory auditor (“"commissaire aux comptes”") of each of the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accounts; (x) deliver to the Purchaser a certificate, in the form set forth in Schedule “"Seller’s 's Closing Certificate” " signed by the Seller confirming that (i) the Warranties remain true and accurate in all material respects as at the Closing Date; (ii) the Seller has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies; (xi) deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ ' Affiliates) and attaching any required resolution of the Seller’s 's (or the relevant Seller’s 's Affiliate’s's) board of directors or similar authority relating thereto; (xii) deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited; (xiii) deliver to the Purchaser original owner’s 's mortgage deeds with respect to RIAS properties. (b) the Purchaser shall: (i) pay the Initial Consideration in cash to the Seller in accordance with Section 3.3; (ii) for itself and on behalf of the relevant member(s) of the Purchaser’s 's Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s 's Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s 's (and the relevant member(s) of the Purchaser’s – 's -- including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s 's Group; (iii) deliver to the Seller a certificate, in the form set forth in Schedule “"Purchaser’s 's Closing Certificate” " signed by the Purchaser confirming that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating thereto.

on the Closing Date. 6.2.1 the Seller shall deliver or cause to be delivered to the Buyer: (a) such conveyances, assurances, transfers, assignments, releases, novation agreements, consents and other documents duly executed by the Seller shall (and, relevant parties as the Buyer may require to vest in the Buyer the full benefit of valid legal title to the extent relevantPurchased Assets and all other rights and assets hereby agreed to be sold and the full benefit of this Agreement including without limitation, shall cause its Affiliates to): (i) deliver to duly executed assignments or novation agreements in the Purchaser duly signed transfer forms for Agreed Form of the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF)Contracts; (iib) procure that a meeting of MIF’s shareholders’ meeting is convened on all books, accounts, papers, records and other documents (including financial records) relating to the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General PartnerPurchased Assets; (iiic) procure any other documents of title or transfer of ownership relating to any of the delivery Purchased Assets; (d) such other documents as may be required to give to the Buyer good title to the Purchased Assets, and to enable the Buyer or its nominees to become the registered owner thereof and to consummate the transactions contemplated by this Agreement; (e) duly notarised power of letters attorney under which any document is executed on behalf of resignation the Seller; (f) certificate in the form set out in Part 1 of any Person (as identified Schedule 2 duly executed by the Purchaser Seller confirming the Warranties; (g) certificate in writing duly executed by the Seller pursuant to Clause 4.1.5 confirming the matters mentioned thereunder; (h) legal opinion from BVI and Cayman counsels in the Agreed Form and dated as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date; (ivi) procure that a meeting reasonably current Certificate of Good Standing and Incumbency of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) aboveSeller; (vj) make or procure the discharge reasonably current Certificate of Good Standing and repayment in cash by the relevant members Incumbency of the Seller’s Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group CompaniesCDC; (vik) deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder); (vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company; (viii) provide certified signed copies of the minutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been resolutions duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereof, in accordance with applicable law; (ix) provide the unconditional resignation letter of the statutory auditor (“commissaire aux comptes”) of each of the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accounts; (x) deliver to the Purchaser a certificate, in the form set forth in Schedule “Seller’s Closing Certificate” signed by the Seller confirming that (i) the Warranties remain true and accurate in all material respects as at the Closing Date; (ii) the Seller has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies; (xi) deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto; (xii) deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited; (xiii) deliver to the Purchaser original owner’s mortgage deeds with respect to RIAS properties. (b) the Purchaser shallpassed by: (i) pay the Initial Consideration in cash to board of directors and shareholder of the Seller in accordance with Section 3.3;Seller; and (ii) for itself and on behalf the board of directors of CDC, approving this Agreement, the transfer of the relevant member(s) of Purchased Assets and the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available fundstransactions contemplated hereunder, and the Seller shall receive such payments for itself execution, delivery and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group; (iii) deliver to the Seller a certificate, in the form set forth in Schedule “Purchaser’s Closing Certificate” signed by the Purchaser confirming that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) performance of this Agreement and of all transactions contemplated herein by the relevant corporate bodies Seller and CDC, in form and substance satisfactory to the Buyer; 6.2.2 the Seller shall permit the Buyer to take possession of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating theretoPurchased Assets.

on the Closing Date. (a) The Seller and the Seller Purchaser, in order to comply with Italian tax and corporate law, shall execute a deed of transfer substantially in the text attached hereto as Schedule 6.2(a) (andthe “Deed of Transfer”), before Notary Public Xx. Xxxxx Xxxxxx, with office in Milan, or another notary public selected by the Parties, for the transfer of the Quota. The Parties shall make their best effort to procure that Xx. Xxxxx Xxxxxx, with office in Milan (or such other notary public) shall take care of all the filings with the Enterprises’ Register of Turin, the Tax Office and all of the other filings and formalities required by Italian law to transfer the Quota to the extent relevantPurchaser; such Deed of Transfer shall not amend, supersede or novate any of the obligations of the Parties set forth herein, and this Agreement shall cause its Affiliates to):prevail in all cases upon such Deed of Transfer. (b) The Seller and the Purchaser shall execute and deliver such other instruments as may be necessary to vest in the Purchaser full ownership of the Quota free and clear of any Encumbrances. (c) The Seller shall: (i) deliver to the Purchaser duly signed transfer forms for the Shares (including duly endorsed share certificates for RIAS Company quotaholders’ ledger book evidencing that the Seller is the sole and a transfer notice with respect to MIF)exclusive owner of the Quota, free and clear of any Encumbrance; (ii) procure that a meeting deliver letters of MIF’s shareholders’ meeting is convened on resignation from all members of the board of directors of the Companies with effect as from the Closing Date and containing a waiver to any right or claim to compensation and/or reimbursement of costs and expenses towards the Companies with respect to the office held, except with respect to such compensation and reimbursement already accrued in order the amount to amend be indicated in the by-laws resignation letter itself, and use its best efforts to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner; (iii) procure the delivery of letters of resignation of any Person (as identified by with the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director same content from all members of the Group Companies, board of statutory auditors of the Companies with effect as from the Closing Date; (iviii) procure that a quotaholders’ meeting of the related Group Companies’ corporate bodies Companies is convened validly held at Closing to resolve on the appointment as directors and, possibly, statutory auditors of the Companies of such persons designated by the Purchaser in writing to the Seller at least 2 (two) Business Days prior to the Closing Date in order to, inter alia, propose the appointment of the successors of to replace the resigning officers pursuant members; (iv) deliver to point the Purchaser the Bank Guarantee, substantially in the form of Schedule 6.2(c) (iii) aboveiv); (v) make or procure the discharge and repayment in cash by the relevant members of the Seller’s Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, deliver to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf Company written confirmation, in the form of Schedule 6.2(c) (v), that the Shareholder Loan has been waived in full, inclusive of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be affidavit from SSCP that forms an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companiesattachment thereto; (vi) deliver to the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each Purchaser written evidence of the Group Companies (provided that these full reimbursement of the Companies shall be updated so as to record Acquisition Financing and release of the transfer of Shares provided for hereunder);Quota from the related Encumbrance; and (vii) execute and deliver such other instruments as may be necessary, under applicable law, to vest in the Purchaser title to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder of the Company; (viii) provide certified copies of the minutes of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereof, in accordance with applicable law; (ix) provide the unconditional resignation letter of the statutory auditor (“commissaire aux comptes”) of each of the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accounts; (x) deliver to the Purchaser a certificate, in the form set forth in Schedule “Seller’s Closing Certificate” signed by the Seller confirming that (i) the Warranties remain true and accurate in all material respects as at the Closing Date; (ii) the Seller has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies; (xi) deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto; (xii) deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited; (xiii) deliver to the Purchaser original owner’s mortgage deeds with respect to RIAS propertiesQuota. (bd) the The Purchaser shall: (i) pay the Initial Consideration in cash Purchase Price to the Seller Seller, without any set-off, counterclaim, exception, defense or condition, except as foreseen in and in accordance with the provisions set forth in Section 3.32.1 above; (ii) for itself execute and on behalf deliver such other instruments as may be necessary, under applicable law, in respect of the relevant member(s) purchase and sale of the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group;Quota; and (iii) deliver pay or cause to the Seller a certificatebe paid any stamp, transfer, notarial or similar taxes, duties, fees, costs and expenses however due in the form set forth in Schedule “Purchaser’s Closing Certificate” signed by the Purchaser confirming that (i) the warranties respect of the Purchaser remain true execution and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each filing of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate Deed of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating theretoTransfer.

on the Closing Date. (a) The Purchaser or the Seller Sellers shall (and, to the extent relevant, shall cause its Affiliates to): (i) deliver to the Purchaser duly signed transfer forms for the Shares (including duly endorsed share certificates for RIAS and a transfer notice with respect to MIF); (ii) procure that a meeting of MIF’s shareholders’ meeting is convened on the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner; (iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date; (iv) procure that a meeting of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) above; (v) make or procure the discharge and repayment in cash by the relevant members of the Seller’s Group of the Intra-Group Receivables as appearing in the Intra-Group Payment Notice, to the Purchaser Account, by way of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies; (vi) deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder); (vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decisiondocument evidencing the satisfaction of the Condition Precedent set out in Clause 5.1 a). b) The Parties shall exhibit powers of attorney sufficient for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder execution of the Company;Transaction and the other transactions contemplated by this Agreement and state before the Notary the satisfactory completion of Conditions Precedent set out in Clause 5.1. (viiic) provide certified copies The Sellers shall deliver certificates evidencing their compliance with the requirements of Clause 7.1, the completion of the minutes matters covered by Clause 7.2 and the absence of the information and consulting meetings of the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereofany Material Adverse Change, in accordance with applicable law; (ix) provide the unconditional resignation letter of the statutory auditor (“commissaire aux comptes”) of each of the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accounts; (x) deliver to the Purchaser a certificate, in the form set forth in Schedule “Seller’s Closing Certificate” signed 6.4 c). d) The Sellers shall deliver a certificate issued by the Seller confirming that (i) the Warranties remain true and accurate in all material respects as at the Closing Date; (ii) the Seller has duly performed management body of each of the material covenants to be performed by it on or prior to companies in which shares are being transferred evidencing the Closing Date; and (iiicompletion of the requirements set out in the Articles of Association for the transfer of the shares in accordance with the terms set forth in Schedule 6.4 d). e) no Material Adverse Change has occurred with respect to the Group Companies; (xi) The Sellers shall deliver to the Purchaser a certificate evidencing the continued validity and effectiveness of the secretary or equivalent officer of the Seller, dated as of Representations and Warranties on the Closing Date, as to in accordance with the due authorisation (and valid executionterms of Schedule 6.4 e). f) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (or the relevant Seller’s Affiliate’s) board of directors or similar authority relating thereto; (xii) The Sellers shall deliver to the Purchaser an irrevocable first demand bank guarantee (“Aval a certificate primer requerimiento”) in the amount of non€39,000,000 (in words: Thirty-crystallisation which shall be nine million Euros) in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect accordance with clause 16.1 of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited;Agreement. (xiiig) The Sellers shall deliver to the Purchaser the certificates of title representing the Shares duly endorsed in favor of the Purchaser and shall deliver to the Notary Public all the public deeds or documents that justify ownership of the Shares for due recording of the transfer on such original owner’s mortgage deeds with respect to RIAS propertiestitles of ownership. (bh) The Purchaser shall pay to the Sellers and deliver to the escrow agent the Purchase Price in the manner provided for in Clause 4.2. i) Sellers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or satisfied by Sellers, and Sellers shall deliver to Purchaser all documents, certificates, and instruments required to be delivered by Sellers under the terms of this Agreement. j) Sellers shall have delivered to the Purchaser shall: (i) pay the Initial Consideration in cash letter related to the Seller lease agreements set out in accordance with Section 3.3; (ii) for itself and on behalf of the relevant member(s) of the Purchaser’s Group (including the Group CompaniesSchedule 6.4.j), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group; (iii) deliver to the Seller a certificate, in the form set forth in Schedule “Purchaser’s Closing Certificate” signed by the Purchaser confirming that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated Purchaser) board of directors or similar authority relating thereto.

on the Closing Date. 6.2.1 the Seller shall deliver or cause to be delivered to the Buyer: (a) duly executed instruments of transfer, including deed of share transfer, in respect of the Sale Shares in favour of the Buyer or its nominee together with definitive share certificates thereof (if issued) in the names of the relevant transferor; (b) any waivers, consents or other documents (if applicable) required to vest in the Buyer or its nominee the full legal and beneficial ownership of the Sale Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nominee; (c) the certified copy of the corporate registry extract, corporate seal and corporate seal registration certificate and card, minute book, statutory register and share certificate books and register of shareholders of the Company; (d) the title deeds, leases and documents (if applicable) relating to the Properties owned or occupied by the Company; (e) the resignation of the auditors (if any) of the Company confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company and that no fees are due to them; (f) the resignation of all the directors and the statutory auditors of the Company, executed as a deed, and confirming that they have no claim against the Company whether for loss of office or otherwise; (g) an acknowledgement from the Seller shall (andto the Buyer and the Company, executed as a deed, to the extent relevant, shall cause its Affiliates to):effect that there is no outstanding indebtedness or other liability owing at the Closing Date from the Company to the Seller or the Seller’s Affiliate; (h) certificate in the form set out in Exhibit D1 duly executed by the Seller confirming the Warranties; (i) deliver to the Purchaser service agreement in Agreed Form duly signed transfer forms for executed by the Shares (including duly endorsed share certificates for RIAS Company and a transfer notice with respect to MIF)Xxx Sun Young, Xxx Xxxxx-Won, Xxx Xxxx, Xxx Xxxx Xxxx, Seo Xxxx-Xxxx, Xxx Xxxx-Su, Xxx Xxxx-Xxx, Xxx Xx Suk; (iij) procure that a meeting legal opinion from BVI counsel and Cayman counsel in the Agreed Form and dated as of MIF’s shareholders’ meeting is convened on the Closing Date in order to amend the by-laws to reflect the sale of the share held by the unlimited partner (“part de commandité”), to amend the company’s corporate name to reflect such sale and to replace the General Partner; (iii) procure the delivery of letters of resignation of any Person (as identified by the Purchaser as soon as possible prior to the Closing Date to permit their replacement in accordance with applicable Laws) who has been appointed as officer or director of the Group Companies, with effect from the Closing Date; (ivk) procure that a meeting reasonably current Certificates of Good Standing and Incumbency of the related Group Companies’ corporate bodies is convened on the Closing Date in order to, inter alia, propose the appointment of the successors of the resigning officers pursuant to point (iii) aboveSeller and CDC; (vl) make or procure signed copy of the discharge and repayment in cash resolutions duly passed by the relevant members directors of the Company approving the matters referred to in Clause 6.2.2; (m) signed copy of the resolutions duly passed by the directors of each of the Seller and CDC approving this Agreement, the transactions contemplated hereunder, and the execution, delivery and performance of this Agreement by the Seller and CDC; and (n) all other documents, records, correspondence, files and other papers in respect of the Company which are in the Seller’s Group possession or control. 6.2.2 The Seller shall procure that the following business is transacted at the meetings of the Intra-Group Receivables as appearing directors of the Company: (a) the directors of the Company shall approve the transfers of the Sale Shares and the registration and entry of the transferee in the Intra-Group Payment Notice, to the Purchaser Account, by way register of telegraphic transfer in immediately available funds, and the Purchaser shall receive such payments on behalf of the relevant Group Companies. Receipt by the Purchaser of such payments in the Purchaser Account shall be an effective discharge of the Seller’s (and the relevant member(s) of the Seller’s Group) obligation to make or procure the making of such payments and the Seller shall not be concerned to see that the payments into the Purchaser Account are applied in paying the Group Companies; (vi) deliver the share transfer register (“registre des mouvements de titres”) and shareholders’ accounts (“comptes individuels d’actionnaires”) or equivalent documents in the relevant jurisdiction for each of the Group Companies (provided that these of the Companies shall be updated so as to record the transfer of Shares provided for hereunder); (vii) to the extent required (either by law or by the articles of association of the relevant Company) provide a certified copy of the board or shareholder meeting minutes (or other corporate decision) for the Companies, at which the Purchaser or the designated Purchaser has been approved as a shareholder members of the Company; (viiib) provide certified copies all existing mandates for the operation of the minutes bank accounts of the information Company shall be revoked and consulting meetings of new mandates issued giving authority to those persons nominated by the work council of Allibert Buckhorn France confirming that the work council has been duly notified of and attended a meeting for the purpose of being informed and consulted on the transfer of the Shares and have given an opinion (“avis”) in respect thereof, in accordance with applicable lawBuyer; (ixc) provide the unconditional resignation letter of Service Agreement and such other documents as may be required to be executed by the statutory auditor (“commissaire aux comptes”) of each of Company hereunder shall be approved and executed by the Group Companies (both principal and alternate auditors), effective on the date of the shareholder meeting called to approve the 2006 annual accountsCompany; (xd) deliver to the Purchaser a certificate, in the form set forth in Schedule “Seller’s Closing Certificate” signed persons nominated by the Seller confirming that Buyer for appointment as directors and secretary of the Company shall be so appointed; and (ie) the Warranties remain true External Auditors shall be appointed as auditors of the Company. 6.2.3 The Seller shall procure and accurate in all material respects undertake that as at the Closing Date; : (iia) there are no sums owing to the Seller has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iii) no Material Adverse Change has occurred with respect to the Group Companies; (xi) deliver to the Purchaser a certificate of the secretary or equivalent officer of the Seller, dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Seller (and of the relevant Sellers’ Affiliates) and attaching any required resolution of the Seller’s (Affiliate by the Company, whether or the relevant Seller’s Affiliate’s) board of directors or similar authority relating theretonot such sums are due for repayment; (xii) deliver to the Purchaser a certificate of non-crystallisation which shall be in a form satisfactory to the Purchaser duly executed by Lloyds Bank PLC in respect of the debenture created on 13 July 1984 and granted to it by Raaco Great Britain Limited; (xiii) deliver to the Purchaser original owner’s mortgage deeds with respect to RIAS properties. (b) the Purchaser Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any person other than the Company and prior to such repayment or release, the Seller shall keep the Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance. 6.2.4 Upon compliance by the Seller with the provisions of Clauses 6.2.1 to 6.2.3 the Buyer shall: (i) , at Closing, pay the Initial Consideration in cash Purchase Price to the Seller in accordance with Section Clauses 3.2 and 3.3;. (ii) for itself and on behalf of the relevant member(s) of the Purchaser’s Group (including the Group Companies), make or procure the discharge and repayment in cash by the relevant Group Companies of the Intra-Group Payables as appearing in the Intra-Group Payment Notice, to the 6.2.5 The Buyer shall provide Seller Account by way of telegraphic transfer in immediately available funds, and the Seller shall receive such payments for itself and on behalf of the Seller’s Group. Receipt by the Share Seller of such payments shall be an effective discharge of the Purchaser’s (and the relevant member(s) of the Purchaser’s – including the Group Companies) obligation to make or procure the making of such payments and the Purchaser shall not be concerned to see that the payments into the Seller Account and are applied in paying any other member of the Seller’s Group; (iii) deliver to the Seller with a certificate, certificate in the form set forth out in Schedule “Purchaser’s Closing Certificate” signed Exhibit D2 hereto duly executed by the Purchaser Buyer confirming the Buyer Warranties contained in Clause 12 hereof. 6.2.6 It is a condition to Closing that (i) the warranties of the Purchaser remain true and accurate in all material respects as at the Closing Date; and (ii) the Purchaser has duly performed each of the material covenants to be performed by it on or prior to the Closing Date; and (iv) deliver to the Seller a certificate of the secretary or equivalent officer of the Purchaser (and if applicable the Designated Purchaser), dated as of the Closing Date, as to the due authorisation (and valid execution) of this Agreement and of all transactions contemplated herein by the relevant corporate bodies of the Purchaser (and if applicable the Designated Purchaser) and attaching any required resolution of the Purchaser (and the Designated PurchaserBuyer and Seller shall have no obligation to complete the sale and purchase of the Sale Shares hereunder unless) board the transactions contemplated under all the Acquisition Agreements shall be completed simultaneously and successfully with the completion of directors or similar authority relating theretothe sale and purchase of the Sale Shares hereunder.