Common use of POST-COMPLETION OBLIGATIONS Clause in Contracts

POST-COMPLETION OBLIGATIONS. (a) The Purchaser must procure, on or before the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12). (b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for the purpose of Schedule 5.

POST-COMPLETION OBLIGATIONS. 7.1 With effect from Completion, each of the Vendors will take all reasonable steps to ensure that the Purchaser obtains the full benefit and enjoyment of the Assets including encouraging counterparties to any transferring contracts to deal with the Purchaser in place of the Vendors and immediately passing or paying to the Purchaser (a) The Purchaser must procureor as it may direct), all notices, correspondence, orders or enquiries and any other communications and all money relating to the Assets which are received by the Vendor Group on or before the 5th Business Day after the Completion Date. 7.2 For the period of six years from Completion the Vendors shall procure that they and each Relevant Affiliate shall provide the Purchaser during business hours access to (and the right to take copies of) the books and records held by it after Completion to the extent that they relate to the Assets as the Purchaser may require, subject to the provisions of confidentiality and shall keep them in good order and that neither it nor any Relevant Affiliate shall dispose of or destroy any of the same without first giving the Purchaser at least 2 months’ notice of its intention to do so and giving the Purchaser a reasonable opportunity to remove and retain any of them and permit and assist the Purchaser to consult any of its employees, on reasonable notice and during normal business hours at the office at which the relevant employee is employed, for the purpose of obtaining knowledge, know-how or any other information possessed by such employee in relation to the Assets and the Vendors shall ensure that any such employee shall disclose all such information to the Purchaser and, subject to applicable Data Protection Laws, the payment Vendors shall (at their own cost) maintain in safekeeping, and on request promptly provide the Purchaser with all information in tangible form relating to the Assets which, following Completion remains in the Vendors’ (but not the Purchaser’s) possession. 7.3 If, at any time after accounting Completion (and without limiting the Warranties), the Purchaser notifies AMPI, or any of the Vendors or any Relevant Affiliate becomes aware, that any Transferring Intellectual Property, Customer Information or Records are not in the possession of the Purchaser, but remain in the possession, or under the control, of any Vendor or any Relevant Affiliate, the Vendors shall procure that such Transferring Intellectual Property, or Customer Information or Records are transferred to the Purchaser immediately. 7.4 The Vendors shall use their reasonable endeavours to procure that any Relevant Affiliate leaving the Vendor Group observes, and continues to observe, the requirements of this Clause 7. 7.5 The Vendors shall (at their own expense) provide all necessary assistance as Purchaser may require: (a) for any PAYE Tax) of the domain names included in the Assets to be transferred to Purchaser, including unlocking the domain names and filing all Short Term Incentive Amounts payable documents with the relevant registry that are needed to Key Employees transfer the registrant details and administrative details at the Completion Date (as set out in Column A of Schedule 12).relevant domain name registry to refer to the Purchaser or its nominee; and (b) to transfer control and ownership of the Social Media Accounts. 7.6 If any Assets are lost, destroyed or damaged prior to Completion, the Purchaser may require that the insurance monies (if any) recoverable in respect thereof shall be paid to it and the Vendors shall direct the insurance company accordingly, and in such event any such insurance monies received by the Vendors shall be held by it on trust for the Purchaser absolutely. 7.7 The Vendors shall, following Completion, remain solely responsible for satisfying, discharging and performing any liability or obligation (whether accrued, absolute, contingent, known or unknown) for, relating to, or arising in connection with any customer orders taken by the Business, including any returns, customer care and other related matters in connection with products delivered or services performed in connection with the Business and any defects or alleged defects therein and any claims under any express or implied warranties or guarantees in relation thereto. 7.8 Following Completion, the Purchaser may elect to acquire any or all of the Pre-Order Stock by notifying the Vendors which particular items of Pre-Order Stock it desires to acquire. In the event that the Purchaser notifies the Vendors in writing of such election, the Vendors and the Purchaser shall take all reasonable steps to transfer title in such items to the Purchaser or such member of the Purchaser Group as the Purchaser may specify, each at their own cost. The Purchaser must procureshall pay any outstanding cash amount due in respect of Pre-Order Stock it elects to acquire at cost price, on but shall not, for the avoidance of doubt, have any liability to any person in respect of down payments or before other amounts paid by the 5th Vendor Group or amounts already invoiced to the Vendor Group prior to Completion. The Vendors may request in writing that the Purchaser confirms to the Vendors whether it desires to acquire particular Pre-Order Stock. If the Purchaser does not confirm it desires to acquire such Pre-Order Stock within five (5) Business Day after the date which is 12 months after the Completion Date (First Anniversary)Days of receiving such request, the payment relevant Vendor may cancel any purchase order in respect of such Pre-Order Stock or return such Pre-Order Stock to the manufacturer or distributor for refund. The Vendors shall take reasonable steps to ensure that the Purchaser obtains any Pre-Order Stock it elects to acquire but shall not, for the avoidance of doubt, have any obligation to transfer or procure the transfer of any Pre-Order Stock manufactured by a brand which does not allow any member of the Purchaser Group to sell such brand’s merchandise. The parties shall cooperate in good faith to review the Pre-Order Stock within a reasonable period following Completion. 7.9 The Vendors will, within two (after accounting for any PAYE Tax2) months from Completion: (a) take all reasonable steps to deliver or procure the delivery of all Long Term Incentive Amounts payable such information and documentation regarding the Editorial Material transferred pursuant to Key Employees at this Agreement, including evidence as to the First Anniversary Vendor Group’s rights in, and any third party restrictions applicable to, such Editorial Material, as is in the possession or control of the Vendor Group; and (b) furnish copies of all documentation and information as set out in Column A in the possession or control of Schedule 12).the Vendor Group of, insofar as the Vendors are aware, any terminations, revocations, withdrawals of rights of any licenses underlying Editorial Material; and (c) The parties agree that no amount in respect of furnish a list of, insofar as Vendors are aware, any superannuation payment lost or contribution will be deducted from any Short Term Incentive Amount missing licenses or Long Term Incentive Amount payable rights assignment contracts relating to a Key EmployeeEditorial Material. (d) The 7.10 Following Completion, the Vendors shall by no later than 19 June 2017, at their sole cost, deliver the Stock to such warehouse as the Purchaser may specify within 120 miles of the Vendor’s warehouse where the Stock is located at Completion, provided that the Purchaser shall reimburse 50% of such delivery costs in the event the Purchaser does not required elect by December 31, 2017 to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior acquire at least £2,000,000 of the Pre-Order Stock. 7.11 Following Completion and until the Vendors transfer the Italy Domain to the First AnniversaryPurchaser on the day which is thirty (30) days after Completion, the Vendors shall procure that the website on the Italy Domain is operated in a manner consistent with past practice (including maintaining the registration of the Italy Domain). Vendors shall indemnify the Purchaser against all Losses suffered or incurred by the Purchaser arising out of or in connection with the operation by the Vendors of the website on the Italy Domain during the period from Completion until its transfer pursuant to this Clause. Clause 14 shall apply as regards the Italy Domain as though references to “Completion” were references to “completion of the transfer of the Italy Domain” and references to “Business” were references to “operation of the website on the Italy Domain”. (e) 7.12 The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to Vendors shall, at the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum ofPurchaser’s written request: (ia) all Short Term Incentive Amounts owing for a period of thirty (30) days following Completion, make their trade marks attorney, Xxxx Xxxxxxx, available to Key Employees at field questions from the Completion Date Purchaser’s intellectual property counsel specifically concerning matters that are not able to be answered from reviewing the documentation and records provided to the Purchaser and specifically relating to the trade xxxx oppositions filed by the Times Newspapers Limited against the EU trade xxxx application of the stylised form of “XXXXX.XXX/” (as set out in Column D application number 14285019), the UK trade xxxx application of Schedule 12the stylised form of “XXXXX.XXX/” (application number 3114529) multiplied by 80%; and the UK trade xxxx application of STYLEDOTCOM (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%application number 3191849); and (iiib) all on-pay on demand the Purchaser’s costs (comprising superannuationincurred in connection with its defence and settlement of such oppositions by Times Newspapers Limited, payroll tax and workers compensation payments) in relation up to a maximum of £40,000. 7.13 No later than seven days following Completion, the Vendor shall provide to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for Purchaser any Customer Information which was not provided to the purpose of Schedule 5Purchaser in the Data Room.

POST-COMPLETION OBLIGATIONS. 8.1 As long as the Seller remains the registered holder of any of the Sale Shares after Completion, the Seller will: (a) The Purchaser must procurehold those Sale Shares and all dividends or distributions (whether of income or capital) in respect of them, and all other rights arising out of or in connection with them, on or before trust for the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12).Buyer; (b) The Purchaser must procureat all times deal with and dispose of those Sale Shares, on or before and all such dividends, distributions and rights, as the 5th Business Day after Buyer directs by written notice, save for whereby such instructions would be unlawful in respect of the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12).Seller; (c) The parties agree that no amount not exercise any rights attaching to the Sale Shares or exercisable in respect the Seller’s capacity as registered holder of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee.the Sale Shares without the Buyer’s prior written consent; (d) The Purchaser is not required act promptly in accordance with the Buyer’s instructions in relation to pay any Long Term Incentive Amount to a Key Employee who has resigned rights exercisable or anything received by the Seller in the Seller’s capacity as an Employee, or has been terminated for cause, prior to registered holder of the First Anniversary.Sale Shares; and (e) ratify and confirm whatever the Buyer does or purports to do in good faith in the exercise of any power conferred by the power of attorney in clause 8.2. 8.2 The aggregate amount not paid Seller irrevocably and by way of security appoints the Buyer as its attorney (with full powers of substitution and delegation) to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment exercise all rights in relation to the Purchase Price and Sale Shares registered in its name as the Purchaser must pay an amount equal Buyer in its absolute discretion sees fit, from Completion to the earlier of (Unpaid LTI Amount, inclusive a) the date falling 12 months from the date of this Agreement and (b) the date on which the Buyer or its nominee is entered in the register of members of the Company as the holder of all PAYE Tax) to those Sale Shares. 8.3 For the purposes of clause 8.2, the Seller on or before authorises in respect of the 5th Business Day after the First Anniversary. (f) The amount equal to the sum ofSale Shares: (ia) all Short Term Incentive Amounts owing the Company to Key Employees at send any notices, documents, dividends and other distributions in respect of their holdings of the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at Sale Shares to the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%Buyer; and (iiib) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation the Buyer to exercise any of the amounts payable under sub-paragraphs (i) and (ii) above multiplied powers conferred on it by 80%, will be recognised as part clause 8.2 by any of Debt its directors or its company secretary who has been authorised for the that purpose by its board of Schedule 5directors or otherwise.

POST-COMPLETION OBLIGATIONS. 8.1 The Sellers and the Buyer shall comply with their obligations in relation to the preparation of the Completion Accounts in accordance with the provisions of Schedule 4. 8.2 Within 5 Business Days after the Net Working Capital Adjustment have been finally ascertained in accordance with Schedule 4 - (a) The Purchaser must procurethe Buyer shall pay in cash to the Sellers by payment to the Sellers’ Solicitors Bank Account the amount of the Net Working Capital Adjustment (if positive), on or before and such payment shall be applied amongst the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable Sellers pro-rata to Key Employees at the Completion Date (each Seller’s aggregate percentage entitlement as set out in Column A column 3 of Schedule 12).1; or (b) The Purchaser must procurethe Sellers shall pay to the Buyer in cash the amount of the Net Working Capital Adjustment (if negative) and such amount shall be satisfied by the Buyer taking such amount from the amount standing to the credit of the Escrow Account, on or before and such amount shall be deemed to be deducted from the 5th Business Day after aggregate amounts of Initial Consideration paid into the date which is 12 months after Escrow Account by each of the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) Sellers as shown in column 5 of all Long Term Incentive Amounts payable Schedule 1 and pro-rata to Key Employees at the First Anniversary (each Seller’s aggregate percentage entitlement as set out in Column A column 4 of Schedule 12)1, provided that if pursuant to this clause 8.2 an amount is due to the Buyer and an amount is also due to the Sellers, then such amounts shall be set off against each other so that only one payment is made. (c) 8.3 Within 30 days from Completion, the parties will procure the re-execution of the Associate Agreement between Xxxxxxx Xxxxx-Xxxxx and the Company and the transfer of the domain name registration for “xxxxxxxxx.xx.xx” registered in the name of Xx Xxxxxx Xxxx to the Company. 8.4 The parties agree shall work together in good faith and take all reasonable steps to obtain such assignment or waiver from such Associates for the Additional IP Assignments as soon as reasonably practicable and in any event by 31 December 2016. It is acknowledged that no amount the IP Assignments signed by an Associate shall be an effective discharge of the parties’ obligation in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employeesuch Associate under this clause 8.4. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for the purpose of Schedule 5.

POST-COMPLETION OBLIGATIONS. 16.1 EPI hereby agrees to use its reasonable endeavours to procure from UCB as soon as possible after Completion an assignment to VDL (a) The Purchaser must procure, on whether directly from UCB or before the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Taxindirectly via EPI) of all Short Term Incentive Amounts payable of UCB's rights, title and interest (if any) in any copyright and other Intellectual Property subsisting in the Marketing Materials. 16.2 If, following Completion, any party discovers that a Seller owns any Intellectual Property which: 16.2.1 was before Completion used exclusively for; and 16.2.2 is necessary for, the promotion, marketing, distribution, sale or supply of the Product, such Seller shall, at VDL's request, assign to Key Employees VDL at the Completion Date such Seller's cost, that Seller's right, title and interest in such Intellectual Property, provided that such assignment is not prohibited by any prior agreement. In that case, that Seller shall use its reasonable endeavours to obtain consent to such assignment or a novation in favour of VDL (as set out in Column A of Schedule 12appropriate). 16.3 Vernalis shall procure that before any Vernalis Group Undertaking or other affiliate of Vernalis (bother than VDL) The Purchaser must procure, on or before the 5th Business Day after the date enters into any arrangement which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable might give rise to Key Employees at the First Anniversary a Monetary Claim (as set out defined in Column A of Schedule 12)the Floating Charge) if such entity were VDL, such entity shall execute and deliver to EPIL a floating charge in EPIL's favour in the same form as the Floating Charge. 16.4 On or after Completion the Sellers shall, at their own cost and expense, execute and do (cor procure to be executed and done by any other necessary Elan Group Undertaking) The parties agree that no amount all such deeds, documents, acts and things as VDL may from time to time reasonably require in respect order to vest any of any superannuation payment the Assets in VDL (including taking reasonable steps within their power to vest the Equipment in VDL with full title guarantee) or contribution will as otherwise may be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable necessary to a Key Employeegive full effect to this Agreement. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior 16.5 Each party shall immediately give to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amountother all payments, inclusive of all PAYE Tax) to the Seller on notices, correspondence, information or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) enquiries in relation to the amounts payable under sub-paragraphs (i) Business or the Assets which it receives after Completion and (ii) above multiplied by 80%, will be recognised as part of Debt for which belong to the purpose of Schedule 5other.

POST-COMPLETION OBLIGATIONS. (aA) All monies or other items belonging to the Purchasers which are received by any of the Vendors on or after Completion in connection with the Business or any of the Business Assets shall immediately be paid or passed by the Vendors to the Purchaser. (B) The Purchaser must procureshall after Completion, on or before demand, indemnify the 5th Business Day after the Completion Date, the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12). (b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount Vendors in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i1) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%Assumed Liabilities; and (iii2) all oncosts, claims, expenses or liabilities reasonably and properly incurred by the Vendors in consequence of any failure or delay of the Purchaser to comply with Sub-costs clause 5.6(B)(1) provided that if there are any amounts due and outstanding from the Vendors to the Purchasers under Clause 5.6(A) then the Purchasers shall be entitled to set such amounts against any amounts due and outstanding from the Purchasers to the Vendors under this Clause 5.6(B) and to treat all such amounts (comprising superannuationexcept to the extent the amounts owed by the Purchasers exceed those owed by the Vendors, payroll in each case under this Clause 5.6) as paid and discharged pro tanto. (C) The Vendor shall promptly pass to the Purchaser all correspondence, telephone enquiries and other communications ("Communications") which ---------------- the Vendor receives after Completion which in any way relate to the Business or the Business Assets (excepting anything relating to the Excluded Assets) and the Purchaser shall promptly pass to the Vendor all Communications which the Purchaser receives after Completion relating to the Excluded Assets. (D) Provided the Purchasers have received notice and have consented (such consent not to be unreasonably withheld or delayed), the Purchasers shall at all reasonable times and only during business hours give the Vendors and their representatives full access to the books and records of the Business and the Business Assets and Assumed Liabilities (and allow the Vendors at the cost of the Vendors to take copies thereof) and to the staff and employees involved in the Business for the purposes of the preparation of tax and workers compensation payments) in relation all other statutory and administrative returns and filings to the amounts payable under sub-paragraphs (i) and (ii) above multiplied extent requested by 80%, will be recognised as part of Debt for the purpose of Schedule 5Vendors.

POST-COMPLETION OBLIGATIONS. (a) The Purchaser must procure7.1 Following Completion the Buyer shall assume, on or before perform and discharge the 5th Business Day after outstanding obligations at Completion of the Completion Date, Seller under the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable Contracts relating to Key Employees at the Completion Date (as set out in Column A of Schedule 12). (b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months period after the Completion Date (First Anniversary), and shall indemnify the payment (after accounting for any PAYE Tax) of Seller against all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount Claims and Liabilities howsoever arising in respect of any superannuation payment breach or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employeenon-performance of this Clause. (d) The Purchaser is not required 7.2 Subject to Clause 7.3, the Seller undertakes: 7.2.1 to pay all debts and liabilities and to observe and perform all duties and obligations relating to the Business, the Contracts and any Long Term Incentive Amount of the Assets hereby agreed to a Key Employee who has resigned as an Employee, or has been terminated for cause, be sold arising prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees Completion other than at the Completion Date (as set out in Column D express request of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%Buyer; and (iii) 7.2.2 to indemnify the Buyer against all onClaims and Liabilities howsoever arising in respect of any breach or non-costs (comprising superannuationperformance of the foregoing undertaking. 7.3 The provisions of clause 7.2 shall not apply to any matter covered by the Maintenance Contracts or any claim for defective workmanship or alleged fault, payroll tax defect or error whatsoever arising from goods supplied or services provided prior to Completion. 7.4 For a period of twenty-four months after Completion, the Seller and workers compensation payments) the Buyer shall prepare cash book and sales ledger reconciliations every three months basis and shall account to each other for the monies respectively held in relation trust for one another pursuant to the amounts payable under subprovisions of clause 8. 7.5 Within thirty days immediately following Completion, the Seller shall change and procure that its subsidiary companies change their respective names to new names which do not contain the words "Quad Europe", "Quad", "Quad Systems" or "Quad Care" or any colourable imitation thereof. The Seller shall give, and procure that its subsidiary companies give reasonable co-paragraphs (i) and (ii) above multiplied operation to the Buyer in terms of submitting the requisite returns to Companies House relative to such changes of name to enable the Buyer to simultaneously change the name of companies to be designated by 80%, will be recognised as part the Buyer to names incorporating any of Debt for the purpose of Schedule 5aforementioned words.

POST-COMPLETION OBLIGATIONS. 15.1 From Completion and until the expiration of a twenty-four (a24) The Purchaser must procure, on or before the 5th Business Day after month period following the Completion Date, the payment Buyer shall procure that the Seller, and its representatives, are provided, upon reasonable notice and during working hours, with all such assistance, documentation, information and access to premises and personnel of the relevant Group Member as they may reasonably require to prepare their tax returns and financial statements or to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest any Claim or any other claims, proceedings or investigations made by or against or incurred by the Seller and the Buyer shall permit the Seller and its representatives to make copies of such documentation and information to the extent relevant. 15.2 The Buyer agrees not to, and to cause its Related Parties and the Group Members not to, destroy or otherwise dispose of any files, books, registers, records and documents relating to the period prior to Completion without the prior written consent of the Seller (after accounting for any PAYE Tax) who may request delivery of all Short Term Incentive Amounts payable such records to Key Employees the Seller at the Completion Date (as set out in Column A of Schedule 12its expense). (b) The Purchaser must procure, on or before the 5th Business Day after 15.3 Effective as of the date which is 12 months after the of Completion Date (First Anniversary)Date, the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) insurance coverage provided in relation to the Group’s business pursuant to policies maintained by the Seller or any member of the Seller’s group shall cease and save as otherwise provided by Law no insurance coverage shall be available to any of the Group Members under any such policies for occurrences which take place or claims made on or after the Completion Date. 15.4 The Buyer undertakes to procure that insurance policies covering the Group Members, their assets and the business be subscribed, with effect as from the Completion Date, with a first class insurance under reasonable and market practice terms and conditions. The Buyer shall ensure that the scope of such new insurance policies shall also cover claims arising out of facts or events that occurred prior to the Completion Date should the policies previously maintained by the Seller ceases to apply in respect thereof. 15.5 The Buyer shall not, and shall cause members of the Buyer’s Group and the Group Members not to, claim against any former or current director, manager, officer or employee of the Group Members (including those resigning on the Completion Date), who are individuals, with respect to any management decisions adopted by any of the Group Members prior to the Completion Date or otherwise seek the liability of any such director, manager, officer or employee in that respect. 15.6 The Buyer shall procure that the publication formalities relating to the resignations of the directors or corporate officers of the Group Members having occurred on Completion be carried out promptly after the Completion Date. 15.7 The Buyer shall procure that all amounts which become payable by a Group Member under subthe Change Control Letters to any employee or former employee of the applicable Group Member and to the relevant Dublin Employees are timely paid in accordance with the terms of the same and shall indemnify the Seller and the Seller’s Guarantor against all direct Costs, liabilities, expenses and losses arising out from any failure by the Buyer to comply with its obligations under this clause ‎15.7, without prejudice, for the Dublin Employees, to the provisions of clause ‎27.7 below. 15.8 For no less than a period of twelve (12) months following Completion, with respect to the employees of the Group with the exception of the Dublin Employees and those employed by Group Members in Poland and Portugal (the “Continuing Employees”), Buyer and any member of the Buyer’s Group (which, for the avoidance of doubt, shall include the Group from Completion) shall continue to employ and provide employee benefits, base salary or hourly wage rate, as applicable, and target cash incentive opportunities, target long-paragraphs term incentive opportunities and severance to the Continuing Employees that are in aggregate substantially equivalent to the employee benefits, base salary or hourly wage rate, as applicable, and target cash incentive opportunities, target long-term incentive opportunities and severance provided to the Continuing Employees immediately prior to date of Completion; provided that nothing in this clause 15.8 shall preclude the Buyer or any member of the Buyer’s Group from terminating the employment of any employee at any time on or following Completion. 15.9 The Buyer shall procure that the Group ceases to use the name “Owxxx & Minor” and any trademark, trade names, brand names and corporate names including or relatives to such names, at the expiry of a twelve (i12) and (ii) above multiplied by 80%month period following the date of Completion. Until the expiry of that period of time, the Group Members will be recognised entitled to use all of their existing stocks of signs, letterheads, advertisements, promotional materials, assets and inventory containing the name “Owxxx & Minor”. The Buyer shall not, and shall procure that each Group Member shall not, following Completion represent or hold itself out as part of Debt for being connected with the purpose of Schedule 5Owxxx xnd Minor group.

POST-COMPLETION OBLIGATIONS. (a) The Purchaser must procure, on or before the 5th Business Day after the Completion Date6.1 Following Completion, the payment Vendor shall at its own cost and expense: 6.1.1 continue to give to the Purchaser such information and assistance as the Purchaser may reasonably require relating to the Assets; 6.1.2 deliver or make available to the Purchaser all books, records and other information relating to the Assets and all information relating to customers, suppliers, agents and distributors (after accounting including customer database, supplier database and transaction history) and other information relating to the Assets as the Purchaser may reasonably require and originals of any such books, records, documents or other information in the possession or control of Vendor which relate to the Assets which the Purchaser may require, and shall permit the Purchaser to take possession of the Assets; 6.1.3 carry on, operate, maintain, develop and further the Assets for any PAYE Taxthe benefit of the Purchaser, as well as maintaining such sufficient employees for the operation of the Assets , for a minimum of six (6) of all Short Term Incentive Amounts payable to Key Employees at months from the Completion Date (as set out in Column A of Schedule 12). (b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary“Service Period”), until 31 December 2024, whichever is later, unless otherwise agreed by the payment parties. During the Service Period, the Vendor shall keep accurate and complete books and records (after accounting for any PAYE Taxincluding records stored in electronic formats) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior pertaining to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must Assets, which books and records shall be treated as a further adjustment to made available at all reasonable times for inspection by the Purchase Price and Purchaser. Further, the Purchaser must pay an amount equal to shall have the (Unpaid LTI Amountright to, inclusive of at all PAYE Tax) to reasonable times, inspect the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax Vendor’s facilities and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt operations for the purpose of ensuring that the Assets is being carried on, operated and maintained in a satisfactory, proper and timely manner; and 6.1.4 use its best efforts to renew the contracts listed out in Schedule 51 (or assist the Purchaser with such renewal). 6.1.5 from time to time execute and perform all such acts, deeds and documents and afford to the Purchaser such assistance as the Purchaser may reasonably require for the purpose of vesting in the Purchaser or its nominee the full benefit of the Assets and implementing all the provisions of this Agreement. 6.2 Following Completion, the Purchaser may: 6.2.1 at its own cost and expense assign and/or grant to the Vendor such rights to utilise the applicable Assets for the sole purpose of carrying on, operating, maintaining, developing and furthering the Assets for the benefit of the Purchaser and not otherwise. Such assignment and/or grant of rights may be effected and governed by such agreement in writing between the Purchaser and the Vendor as shall be determined by the Purchaser in its sole and absolute discretion; and 6.2.2 assist the Vendor in the transfer of the VCIG Shares to the Vendor’s brokerage account and/or a brokerage account of the third party as nominated by the Vendor in writing.

POST-COMPLETION OBLIGATIONS. 5.1 Each of the Sellers undertake that, immediately following Completion until such time as the transfers of the Shares have been registered in the register of members of the Target, each of the Sellers will hold those Shares registered in his name on trust for and as nominee for the Buyer or its nominees and undertakes to hold all dividends and distributions and exercise all voting rights available in respect of the Shares in accordance with the directions of the Buyer or its nominees and if any Seller is in breach of the undertakings contained in this clause such Seller irrevocably authorises the Buyer to appoint some person or persons to execute all instruments or proxies (aincluding consents to short notice) The Purchaser must procure, on or before other documents which the 5th Business Day after Buyer or its nominees may reasonably require and which may be necessary to enable the Completion DateBuyer or its nominees to attend and vote at general meetings of the Target and to do any thing or things necessary to give effect to the rights contained in this clause 5.1. 5.2 With effect from Completion, the payment parties agree that the confidentiality agreement dated 28 February 2014 between the Warrantors and the Buyer relating to the Target Group shall be terminated. 5.3 At any time after Completion, the Sellers at their own expense shall (after accounting and shall use their best endeavours to procure that any necessary third party shall) sign and execute all such documents and do all such acts and things as the Buyer may require for any PAYE Tax) effectively vesting the Shares in the Buyer. 5.4 Each of the Warrantors shall following Completion provide all Short Term Incentive Amounts payable such written information relating to Key Employees each member of the Target Group, its business and affairs within their respective custody, possession or control and to the extent that such written information has not been delivered at Completion as the Completion Date (Buyer shall reasonably request. 5.5 For so long as they are employees of the Target Group, the Management Sellers hereby undertake to comply with the obligations relating to the maintenance of current resource as set out in Column A the Mars Change of Schedule 12). (b) The Purchaser must procureControl Agreement, on or before provided always that the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree Buyer will procure that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior its board representatives appointed to the First AnniversaryTarget Group on Completion will not take any action to frustrate compliance by the Management Seller with this clause 5.5. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for the purpose of Schedule 5.

POST-COMPLETION OBLIGATIONS. 8.1 The Buyer shall: (a) The Purchaser must as soon as reasonably practicable following Completion, procure, to the extent not paid on or before the 5th Business Day after prior to the Completion Date, the payment by each relevant Group Company of the Estimated Transaction Costs (after accounting for any PAYE Taxsubject to receipt of related invoices) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12).persons entitled to such amounts; (b) The Purchaser must by no later than the next scheduled monthly payroll following Completion, procure, to the extent not paid on or before the 5th Business Day after the date which is 12 months after prior to the Completion Date (First Anniversary)Date, the payment by each relevant Group Company of the Estimated Transaction Bonuses to the persons entitled to such amounts, provided that if such date is not at least five (after accounting for any PAYE Tax5) of all Long Term Incentive Amounts payable to Key Employees at Business Days following the First Anniversary (as set out Completion Date, such payment will occur in Column A of Schedule 12).the next subsequently scheduled monthly payroll; and (c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employeefollowing Completion, or has been terminated for causeprocure, prior to the First Anniversary. (e) The aggregate amount extent not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to already paid, the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive payment by each relevant Group Company of all PAYE Taxother Transaction Costs and Transaction Bonuses promptly as they become due and payable (and in the case of Transaction Costs, subject to receipt of an invoice) to the persons entitled to such amounts, and the Buyer shall procure that each relevant Group Company shall deduct and withhold from any such payment such amount as the relevant Group Company is required by Law to deduct and withhold for, or on account of, Tax. The Buyer shall procure that each relevant Group Company accounts to the appropriate Tax Authority for amounts so deducted or withheld in accordance with applicable Law. The Buyer shall promptly provide the Seller on or before the 5th Business Day after the First AnniversaryRepresentative with reasonable evidence of all payments, deductions and withholdings made, and amounts accounted for to any Tax Authority, pursuant to this Clause 8.1. (f) The amount equal to the sum 8.2 In respect of: (ia) Third Party Guarantees, each Seller shall use commercially reasonable efforts to ensure that, as soon as reasonably practicable after Completion, each Group Company is released from all Short Term Incentive Amounts owing Third Party Guarantees given by it to Key Employees at the Completion Date (as set out extent it is in Column D respect of Schedule 12) multiplied by 80%; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D personal obligations of Schedule 12) multiplied by 80%such Seller or any Affiliate of such Seller; and (iiib) Seller Guarantees, the Buyer shall, and shall procure that each Group Company shall, use commercially reasonable efforts to ensure that, as soon as reasonably practicable after Completion, each Seller is released from all on-costs Seller Guarantees given by it in respect of obligations of any Group Company including, without limitation to the extent within its powers by offering another person as a suitable replacement guarantor. The Parties undertake to cooperate in order to identify the most appropriate solutions and to facilitate the replacement of the Third Party Guarantees and the Seller Guarantees. 8.3 From Completion, each Seller agrees to be bound by the undertakings set forth in Schedule 12. 8.4 Effective as of the Completion Date, the Buyer shall procure that all employees of the Group who participated in the BETA US 401(k) Plan as of immediately prior to Completion shall be eligible to participate in a 401(k) plan sponsored by the Buyer (comprising superannuationany such plan, payroll tax and workers compensation paymentsa “Buyer 401(k) Plan”) in relation to accordance with the amounts payable under sub-paragraphs (i) terms and (ii) above multiplied by 80%, will be recognised as part conditions of Debt for the purpose of Schedule 5.such Buyer 401(k)

POST-COMPLETION OBLIGATIONS. Purchaser obligations Following Completion the Purchaser shall: (aA) The Purchaser must procureprocure that the Company and each of the Subsidiaries shall properly maintain and preserve all their books, records and documents (including any for the time being maintained on a computerised database or other information referral system) which are at Completion in the possession or under the control of each of them insofar as the same record matters occurring on or before Completion until the 5th Business Day after second anniversary of Completion or, to the Completion Date, extent that the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out in Column A of Schedule 12). (b) The Purchaser must procure, on or before the 5th Business Day after the date which is 12 months after the Completion Date (First Anniversary), the payment (after accounting for any PAYE Tax) of all Long Term Incentive Amounts payable to Key Employees at the First Anniversary (as set out in Column A of Schedule 12). (c) The parties agree that no amount in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable same relate to a Key Employee. (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as an Employee, or has been terminated for cause, prior to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated as a further adjustment to the Purchase Price and claim made by the Purchaser must pay an amount equal to under the (Unpaid LTI Amount, inclusive of all PAYE Tax) to Warranties or the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (Tax Deed until such later time as set out in Column D of Schedule 12) multiplied by 80%such claim is determined; (iiB) all Long Term Incentive Amounts procure that, where it is reasonably necessary for tax or regulatory or compliance purposes of the Vendor and subject always to clause 11.1, the Vendor and its agents, accountants, solicitors and other professional advisers shall have the right to inspect, and, at the First Anniversary (as set out Vendor’s expense, take copies of the books, records and documents referred to in Column D clause 8.1(A) at all reasonable times upon the Vendor giving reasonable notice of Schedule 12) multiplied by 80%such requirement to the Company or the relevant Subsidiary; and (iiiC) procure that all ondebts (other than the Vendor Debt Balance) owed by any member of the Group to any member of the Vendor’s Group in respect of intra-costs group trading activities are repaid in the ordinary and usual course of trading. Vendor’s obligations Following Completion the Vendor shall: (comprising superannuationD) for a period of two years procure that all books, payroll tax records and workers compensation paymentsdocuments (including any for the time being maintained on a computerised database or other information referral system) in relation the possession, custody or control of, or kept or made by or on behalf of, any member of the Vendor’s Group relating to any matters which include the business or affairs of any Group Company and all rights in such books, records and documents shall: * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission. (1) to the amounts payable under sub-paragraphs extent that such records, papers, documents and data do not relate to any member of the Vendor’s Group, be deemed to be the property of, and shall be held on trust for, the relevant Group Company and any such items shall be delivered or made available to the relevant Group Company promptly upon request by the Purchaser; and/or (i2) to the extent that such records, papers, documents and data also relate to any member of the Vendor’s Group, be properly maintained and preserved and the Purchaser and its officers, employees, agents, accountants, solicitors and other professional advisers shall, subject always to clause 11.1 and to the Vendor’s right to redact information relating to the Vendor’s Group, have the right to inspect and, at the Purchaser’s expense, take copies of the books, records and documents upon the Purchaser giving reasonable notice of such requirement to the Vendor. (iiE) above multiplied by 80%, will be recognised as use all reasonable endeavours to procure that the benefit of the whole or any part of Debt any agreement or arrangement (including any licences, consents or Intellectual Property) which relates exclusively to the Business but which is owned by any member of the Vendor’s Group is assigned to the appropriate Group Company promptly upon request by the Purchaser and, pending any such assignment (or in any case where the benefit of any such agreement or arrangement cannot lawfully be assigned to, or (for whatever reason) enforced by, the purpose relevant Group Company), any such benefit shall be deemed to be the property of Schedule 5the relevant Group Company and shall be held on trust by the Vendor; (F) use reasonable endeavours to assist the Purchaser in obtaining a consent from the German Partnership to the change of control of the Company and On Demand Management Limited arising pursuant to this Agreement; and (G) procure that all debts owed to any Group Company by any member of the Vendor's Group in respect of intra-group trading activities are repaid in the ordinary and usual course of trading.

POST-COMPLETION OBLIGATIONS. 12.1 The post Completion obligations of the Vendor: The Vendor covenants and agrees that, it by itself and or through its Affiliate shall not without the consent of the Purchaser, from the Completion until two (a2) The Purchaser must procure, on or before the 5th Business Day years after the Completion Date: (a) in relation any mutual fund or AMC in India, undertake or act as sponsor a trustee or asset management business, or carry on any activity either as a shareholder (investor), advisor, manager, consultant, technical know-how provider, under the payment (after accounting for any PAYE Tax) of all Short Term Incentive Amounts payable to Key Employees at the Completion Date (as set out mutual fund industry in Column A of Schedule 12).India; (b) hire any the employees of the AMC and or induce them to leave the employment of the AMC and join another asset management company under different management or an organization carrying on activities of, connected to or associated to a mutual fund. 12.2 The post Completion obligations of the Purchaser: (a) obtain all the necessary approvals from SEBI and the Registrar of Companies and such other authorities for change of name of the AMC and the Trustee Company; (b) shall take all steps as may be necessary for the purposes of changing the corporate name (including obtaining approval from the Registrar of Companies for the change of name and appropriate Board and shareholder consents of the AMC, the Trustee Company) of the AMC, the Fund and the Trustee Company by deleting the words "Pioneer" or "ITI" such that the new name of the AMC, Fund or the Trustee Company will not contain the words " Pioneer or ITI" or any other derivation thereof or any name, brand or mark reasonably similar to any of them or reasonably capable of confusion with any of them, and at the request of the Vendor furnishing documentary evidence satisfactory in relation to the same. The Purchaser must procurewill within one hundred and eighty (180) days of the Completion, stop using the name "Pioneer" or ITI in relation to the AMC, in its communication with third parties. Provided however that no liability shall accrue to the Vendor on account of such usage. It is clarified that the Purchaser shall have no right title or before interest into or over the 5th Business Day after name "Pioneer" or "ITI" at any time including during the date which is 12 months after the Completion Date one hundred and eighty (First Anniversary), the payment (after accounting for any PAYE Tax180) of all Long Term Incentive Amounts payable days referred to Key Employees at the First Anniversary (as set out in Column A of Schedule 12).above; (c) The parties agree that no amount shall not for a period of two (2) years from the Completion Date, hire any the employees of the Vendor and or induce them to leave the employment of the Vendor and join the Purchaser or its Affiliate in respect of any superannuation payment or contribution will be deducted from any Short Term Incentive Amount or Long Term Incentive Amount payable to a Key Employee.India; (d) The Purchaser is not required to pay any Long Term Incentive Amount to a Key Employee who has resigned as provide an Employee, or has been terminated for cause, prior exit option to the First Anniversary. (e) The aggregate amount not paid to any such Key Employees (Unpaid LTI Amount) must be treated unit holders as a further adjustment to per the Purchase Price and the Purchaser must pay an amount equal to the (Unpaid LTI Amount, inclusive of all PAYE Tax) to the Seller on or before the 5th Business Day after the First Anniversary. (f) The amount equal to the sum of: (i) all Short Term Incentive Amounts owing to Key Employees at the Completion Date (as set out in Column D of Schedule 12) multiplied by 80%Regulations; (ii) all Long Term Incentive Amounts at the First Anniversary (as set out in Column D of Schedule 12) multiplied by 80%; and (iii) all on-costs (comprising superannuation, payroll tax and workers compensation payments) in relation to the amounts payable under sub-paragraphs (i) and (ii) above multiplied by 80%, will be recognised as part of Debt for the purpose of Schedule 5.