Common use of POST COMPLETION UNDERTAKINGS Clause in Contracts

POST COMPLETION UNDERTAKINGS. 12.1 The objective of the Transaction is that at Completion the entire Business and all its historic, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objective: (A) the Purchaser will, provided that Completion has taken place, indemnify the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to the period before or after Completion; (B) the Purchaser shall compensate the Seller on a euro for euro basis for all costs associated to its operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist as further set out in clause 13, including but not limited to the costs and fees incurred and to be incurred pursuant to the Excluded Contracts, the listing, the preparation of the financial statements for the financial year 2011 and other financial reports, the 2012 annual general meeting and the Tax arrangements set out in clause 16; (C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller to the extent reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13. 12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise request. 12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Purchaser (by way of irrevocable third party stipulation for no consideration) shall indemnify each member of the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for the avoidance of doubt the dissolution, the Distribution and delisting as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit of the Special Committee and the members of the Executive Board and Supervisory Board shall be available and remain available at the Purchaser’s costs from Completion until the moment that the liquidation terminates and the Seller ceases to exist.

POST COMPLETION UNDERTAKINGS. 12.1 The objective 5.1. As soon as is practicable following Completion, the Purchaser and the Sale Company severally undertake to, and for the benefit of, the Guarantors, in respect of each Guaranteed Lease: (a) to approach the Transaction is relevant Landlord and request that at Completion it releases the entire Business and all its historic, actual and future assets and liabilities are transferred relevant Guarantor from the relevant Existing Guarantee; (b) on or prior to the Purchaserexpiry of 21 months from the date of this Agreement, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and to offer without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further conditions (other than those conditions set out in clause 13. In view 5.1(b)) to each Landlord a Replacement Guarantee with a limit of this objectiveliability of 2 years rent if prior to such expiry all other offers made to such Landlord to obtain a release of the relevant Existing Guarantee have been refused by such Landlord provided that: (Ai) no offer of any kind made to the Landlord by the Purchaser or the Sale Company shall be made unless it is a condition of such offer that (1) the relevant Existing Guarantee shall be released and (2) such release shall be executed within 21 days of the offer where no further documentation is required to be executed to implement the offer or, where further documentation is required to be executed to implement the offer, on the execution of such documentation which shall take place within 28 days of the acceptance of the offer by the Landlord; and (ii) the Sale Company and the Purchaser will, provided that Completion has taken place, indemnify shall be under no further obligation to seek the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs consent of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable a particular Landlord to the Businessrelease of the relevant Existing Guarantee once such Landlord has stated in writing that he is not prepared to accept a Replacement Guarantee with a limit of liability of 2 years rent on the conditions specified in clause 5.1(b)(i)(2). (c) to procure that, whether relating in connection with the acceptance and granting of any Replacement Guarantee, the relevant Landlord, the Purchaser and the Sale Company does all acts and things, and validly executes all documents, as are necessary to effect the period before or after Completionirrevocable release of the Guarantor from its obligations under the relevant Existing Guarantee; (Bd) with effect from the Purchaser shall compensate Effective Date to indemnify and keep each Guarantor indemnified against any Costs of the Seller on Guarantor to the relevant Landlord under the relevant Existing Guarantee; (e) if there has been no release of an Existing Guarantee by the Landlord of a euro for euro basis for all costs associated Guaranteed Lease within 6 months of the Effective Date, to its operations as from Completion until the moment procure that the liquidation terminates Purchaser's Financiers shall within 14 days of the expiry of such 6 month period execute and deliver a guarantee (from the Seller ceases to exist as further Purchaser's Financiers in substantially the form set out in Appendix 3) in favour of the relevant Guarantor guaranteeing the obligations of the Sale Company and the Purchaser under the indemnity given by them under clause 135.1(d) provided that such guarantee shall expire on whichever is the earliest of (a) the date on which a Replacement Guarantee is subsequently provided to a Landlord in respect of the relevant Existing Lease (b) the date which falls 2 years from the date such guarantee is procured under this clause 5.1(e) and (c) the Expiry Date of the relevant Guaranteed Lease; and (f) to procure that, including but not limited to except with the costs and fees incurred and to be incurred pursuant to prior consent in writing of the Excluded ContractsVendors, the listing, the preparation terms of the financial statements Guaranteed Leases are complied with in all material respects by the Group Companies and, if the Purchaser or any Group Company receives notice of any material non-compliance by any Group Company of any Guaranteed Lease promptly give the Vendors notice in writing of any such non-compliance. 5.2. The Guarantor shall not be entitled to double recovery in respect of any liability it may incur under a Guaranteed Lease by virtue of the provisions of this clause 5.1 and/or the rights of the Guarantor for an indemnity or contribution from the Company (being the lessee under the Guaranteed Leases), but shall be free to pursue any of such parties for the financial year 2011 and other financial reports, amount claimed. 5.3. The Purchaser and/or the 2012 annual general meeting and Sale Company shall on Completion procure that the Tax arrangements Purchaser's Financiers issue a commitment letter substantially in the form set out in clause 16Appendix 2. 5.4. The Purchaser shall not make a section 338 election under the United States Internal Revenue Code of 1996, as amended, for the purchase of any Group Company. 5.5. The Parent (as trustee for each member of the Retained Group) agrees with the Purchaser that all Contracts between each member of the Retained Group and each member of the Group entered into on or before Completion (other than the Transaction Documents) shall, with effect from Completion be irrevocably and unconditionally terminated and each party thereto agrees irrevocably and unconditionally to: (a) release all others from all their respective obligations and liabilities; (Cb) waive all their respective rights; created by, contained in or otherwise arising (whether directly or indirectly) from the Purchaser shall at no cost make the services and assistance of the Employees available Contracts save for obligations to the Seller to the extent reasonably required or desired Guarantors in relation to the Seller’s operations as from Guaranteed Leases, the Intra-Group Trade Creditors and any obligation, right and liability to deliver or provide goods or services where the order or request for such goods or services was placed or created not less than 30 days before the Completion until Date (or any other matter contemplated by the moment Transaction Documents). 5.6. The Parent shall procure that AMF Bowling Products, Inc. will comply with the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further provisions set out in clause 13. 12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken from the Administration and all further information and documentation Schedule 7 relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise requestPUWER Equipment (as defined in Schedule 7). 12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Purchaser (by way of irrevocable third party stipulation for no consideration) shall indemnify each member of the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for the avoidance of doubt the dissolution, the Distribution and delisting as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit of the Special Committee and the members of the Executive Board and Supervisory Board shall be available and remain available at the Purchaser’s costs from Completion until the moment that the liquidation terminates and the Seller ceases to exist.

POST COMPLETION UNDERTAKINGS. 12.1 4.1 The objective of the Transaction is that at Buyer undertakes to Armor that, subject to Completion the entire Business and all its historic, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objectivehaving taken place: (A) it shall procure the Purchaser payment of the amounts referred to in clause 3.5; and (B) it will procure that no member of the Group seeks to enforce as against Armor any right it may have as regards any rebate of any insurance premiums. 4.2 Armor undertakes to the Buyer that, following Completion, it will: (A) use all reasonable endeavours to ensure that each Group Company is released from any guarantee, provided that indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it prior to Completion has taken placewhich relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of a member of the Sellers' Group and pending such release, to pay to the Buyer from time to time such amounts as would, if paid to the relevant member of the Group, indemnify the Seller and hold relevant member of the Seller fully harmless Group against any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to extent that the period before or after Completionrelevant member of the Seller's Group does not itself made good the loss); (B) procure (subject to any requisite licences being obtainable and where any payment is required to obtain such licences such payment to be at the Purchaser Buyer's cost) that during the period of 30 days following Completion, the Group shall compensate continue to have access to the Seller on a euro computer system of the Sellers' Group operated in Jacksonville to which the Group currently has access for euro basis for all costs associated the same purposes as currently enjoyed including use of the Optemize contract arrangements relating to its operations as from Completion until the moment user of such computer system and that the liquidation terminates Sellers' Group will provide such assistance as the Buyer may reasonably require for the purposes of migration of the Group's use of such system to the Buyer's own discrete computer system it being agreed that if the Sellers' Group anticipates the need to incur any third party costs in order to provide such assistance Armor shall, prior to incurring the same, seek the Buyer's consent in writing thereto and, to the extent the Buyer has given its consent in writing, the Buyer shall reimburse such costs on demand. Armor shall not be required to procure the Seller's Group to provide any assistance pursuant to this clause 4.2(B) which requires such costs to be incurred unless the Buyer's written consent thereto has been first obtained. (C) to the extent that it is not prevented from so doing by any obligation of confidentiality (whether or not legally binding): All and any information provided to the Buyer and/or Xxxxxxxxx Xxxxx Capital Partners Limited pursuant to this paragraph (C) shall constitute Armor Confidential Information and Armor shall be under no obligation to provide the same to or to authorise Trevor Civval and/or Xxxxxxx Xxxxx & Co. Inc. to enter into discussions with Xxxxxxxxx Xxxxx Capital Partners Limited unless and until Armor has received an undertaking from Xxxxxxxxx Xxxxx Capital Partners Limited, addressed to Armor and in such form as Armor may reasonably require, undertaking to be bound by confidentiality obligations in respect of the same in the terms of clause 9.2; and (D) if it is discovered that the share capital of any of the Target Companies or companies within the Group to be acquired pursuant to this Agreement or any beneficial interest therein has not been acquired in accordance with this Agreement for any reason whatsoever (excluding for such purposes any minority shareholdings in any such companies beneficially owned by third parties and Fairly Disclosed to the Buyer before entry into of this Agreement) and the Seller ceases loss arising from one or more such circumstances is material in the context of the Group as a whole, procure that all and any such share capital or beneficial interests, as appropriate, are transferred to exist the Buyer or as further the Buyer may direct in writing free from any Encumbrance for no additional consideration; and (E) if any person attempts to declare as void any transaction effected prior to Completion which concerns title to any of the Shares or any of the share capital of any of the Subsidiaries on grounds that such transaction may justly be challenged under any applicable laws relating to insolvency and the transaction concerned took place whilst both parties to it were under the direct or indirect control of Armor and the loss arising (or which would arise should such attempt succeed) from one or more such circumstances is material in the context of the Group as a whole, procure that before any order for the setting aside of such transaction is made, and with the purpose of preventing it being made, the person on whose behalf such transaction is sought to be set out aside is irrevocably and unconditionally put in clause 13funds (so that such funds are free funds in the hands of that person without any liability to account to the provider thereof for the same) to such amount as is required to prevent such transaction being set aside. 4.3 The Buyer undertakes to Armor that, following Completion, the Buyer will or will procure that the UK Buyer or the US Buyer will: (A) use all reasonable endeavours to ensure that Armor is released from all obligations it may have in respect of: 1 the performance and payment bonds each numbered 104034207 dated 24 June 2003 issued by Travelers Casualty and Surety Company of America in favour of Xxxxxx & Root Services in respect of certain obligations of ArmorGroup North America; and 2 the licence bond numbered 104090976 (Fianzas Atlas # III-310195-RC) Effective 3/3/03 - 3/2/04 issued in favour of certain obligations of ArmorGroup Mexico SA de CV and pending such release, to indemnify Armor against liability arising under any such bond Provided that the Buyer shall be automatically released from its obligation to procure the release of such bonds if and to the extent any such bond expires by the effluxion of time; (B) procure that, as soon as reasonably practicable after Completion and in any event within six months thereafter, the Group shall cease in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Sellers' Group (other than "CDR" or "USDS") or any confusingly similar xxxx, name or logo including but not limited to the costs and fees incurred and name "ARMOR" or "ARMOR HOLDINGS" save as used in the marks or names "ARMORGROUP". 4.4 Within the periods mentioned below according to be incurred the territory concerned the Buyer shall procure all companies in the Group with names which include "Armor Group" shall change their corporate names to "ArmorGroup" or any other corporate name not restricted pursuant to the Excluded Contracts, the listing, the preparation of the financial statements for the financial year 2011 clause 4.3(B) and other financial reports, the 2012 annual general meeting and the Tax arrangements set out in clause 16; (C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller to the extent reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13. 12.2 The Purchaser shall, and Armor shall procure that any companies within the Subsidiaries shall, promptly Sellers' Group with names which include "Armor Group" or "ArmorGroup" shall change their corporate names to exclude such references and timely provide copies taken from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise request. 12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Purchaser (such names as are not restricted by way of irrevocable third party stipulation for no consideration) shall indemnify each member of the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisersclause 8.1(E), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for the avoidance of doubt the dissolution, the Distribution and delisting . The periods mentioned above are as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit of the Special Committee and the members of the Executive Board and Supervisory Board shall be available and remain available at the Purchaser’s costs from Completion until the moment that the liquidation terminates and the Seller ceases to exist.follows: Period Territory

POST COMPLETION UNDERTAKINGS. 12.1 The objective For a period of the Transaction is that at Completion the entire Business and all its historicsix years following Completion, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objective: (A) the Purchaser will, provided that Completion has taken place, indemnify the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to the period before or after Completion; (B) the Purchaser shall compensate the Seller on a euro for euro basis for all costs associated to its operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist as further set out in clause 13, including but not limited to the costs and fees incurred and to be incurred pursuant to the Excluded Contracts, the listing, the preparation of the financial statements for the financial year 2011 and other financial reports, the 2012 annual general meeting and the Tax arrangements set out in clause 16; (C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller those Books and Records of the Group Companies in respect of the period prior to the extent Completion that are reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and by the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13. 12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing dealing with its financial statements Tax and accounting affairs. Access to such Books and Records shall be granted upon reasonable notice by the Seller to the Purchaser and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to the Seller for inspection during working hours and, where reasonably required for the purpose of dealing with such affairs, copying (at the Seller's expense). 12.2 From Completion, the Purchaser shall (at its own cost) procure that each Group Company shall: (a) promptly (and in any event within 10 days of the date of Completion) change the name of the Company and remove reference to Perstorp in the Company name in its entirety; (b) subject to clauses 12.3 and 12.4, within 90 days of the date of Completion cease to use (including in company names or business names, trade or service names or marks, domain names, designs and logos): (i) the "Perstorp" name and any associated logos or devices that are owned by the Seller's Group; and (ii) any name or mxxx which is confusingly similar to anything in (i) above; and (c) not hold itself out as being part of, or otherwise requestconnected or associated with, the Seller or any other member of the Seller's Group, save in respect of the relationships contemplated by the Transaction Documents. 12.3 Except For the 90 day period from the date of Completion and subject to clauses 12.4 and 12.5, the Seller permits the Purchaser to continue to: (a) use the existing signage, letterhead, invoices, business cards, promotional materials and similar items which may reference the 'Perstorp' name provided they are used in the same manner used by Employees and Group Companies prior to the date of this agreement; and (b) sell products which are included in the Inventory at Completion and which contain or are labelled with the 'Perstorp' name or associated logos or devices until the date which is the earlier of (i) the date on which the supplies thereof have been exhausted; and (ii) the date following 90 days after the date of Completion. 12.4 In the event that a product registration is required, the Purchaser may continue to sell the products using the 'Perstorp' name or associated logos until such time as the product(s) is/are registered under the Purchaser's new names for the product(s). To the extent that liability arises this change in registration takes more than 90 days from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) date of Completion to be effective and this is not due to the fault of the relevant personPurchaser, then the Purchaser shall notify the Seller in writing of the same and shall be permitted to continue to sell the products until the earlier of: (by way i) such effective date and (ii) the date falling six months after the date of irrevocable third party stipulation for no consideration) Completion. 12.5 The Purchaser shall indemnify each member of the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) Seller against all claimslosses, damages, liabilities, losses, costs and expenses (including all fines, penalties and legal costs) which the costs Seller's Group may incur or suffer as a result of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to any claims arising from the Transaction, including for continued use by the avoidance of doubt the dissolution, the Distribution and delisting as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit Purchaser of the Special Committee 'Perstorp' name or associated logos or devices pursuant to clauses 12.3 and the members of the Executive Board and Supervisory Board shall be available and remain available at the Purchaser’s costs from Completion until the moment that the liquidation terminates and the Seller ceases to exist12.4.

POST COMPLETION UNDERTAKINGS. 12.1 3.1 The objective Company shall (and if applicable the Original Shareholders shall exercise their voting rights to procure that the Company shall) as soon as practicable following Completion and in any case no later than March 31, 2017 (in the case of the Transaction is that at Completion the entire Business and all its historic, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further obligations set out in clause 13. In view Clause 3.1(i) and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of this objectivethe obligations set out in Clause 3.1(ii), below) : (Ai) the Purchaser will, provided ensure that Completion has taken place, indemnify the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to the period before or after Completion; (B) the Purchaser shall compensate the Seller on a euro for euro basis for all costs associated to its operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist as further set out in clause 13, including but not limited to the costs and fees incurred and to be incurred pursuant to the Excluded Contracts, the listing, the preparation of the financial statements for the financial year 2011 and other financial reports, the 2012 annual general meeting and the Tax arrangements set out in clause 16; (C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller to the extent reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13. 12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise request. 12.3 Except to the extent that liability arises from written contractual agreements do not exist as at the gross negligence date of this Agreement between any TFI Group Company and (grove nalatigheidi) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or wilful misconduct (opzetii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the relevant personMaster Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the Purchaser (by way of irrevocable third party stipulation for no consideration) shall indemnify each member of terms and conditions subject to which such material suppliers and customers will deal with the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for TFI Group. For the avoidance of doubt doubt, any delays caused by the dissolution, counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the Distribution relevant TFI Group Company acts diligently and delisting as set out in clause 13, good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1 (1) arising from a delay due to negotiations shall furthermore procure not apply to any intra-Group contract that appropriate D&O insurance for needs to be concluded between TFI Group Companies by operation of this paragraph (i); (ii) certify and deliver to the benefit Preferred Shareholders notarized copies of the Special Committee most recent share book of each TFI Group Company (other than the Company), which are fully updated and corrected so as to reflect the members current, accurate and up to date holdings of shares, including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the Executive Board and Supervisory Board shall date of this Agreement; and (iii) where the constitutional documents of any TFI Group Company set any limitation on the length of time for which such TFI Group Company will be available and remain available at incorporated, deliver to the Purchaser’s costs from Completion until Preferred Shareholders the moment copies of Trade Registry extract indicating that such constitutional documents are amended so as to provide that the liquidation terminates and the Seller ceases to existrelevant TFI Group Company may remain incorporated without limitation in time.

POST COMPLETION UNDERTAKINGS. 12.1 The objective 7.1 Subject to Completion, the Group Companies and the Purchaser shall be deemed released and discharged by the Seller and its Affiliates (represented for the purposes of this clause by the Transaction is that at Completion the entire Business and Seller) from all its historic, actual and future assets and liabilities are transferred to the PurchaserSeller and their Affiliates, effectively transforming the Seller in a listed shell company except with the uniQure DRs as its single asset and without any respect to liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objectivepursuant to: (A) the Purchaser will, provided that Completion has taken place, indemnify the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to the period before or after Completion;this Agreement; and (B) the Purchaser shall compensate Transaction Documents. 7.2 Subject to Completion, the Seller on a euro for euro basis for all costs associated to its operations as from Completion until hereby indemnifies the moment that the liquidation terminates Purchaser and the Seller ceases to exist as further set out in clause 13Group Companies from and against any and all liabilities towards, including but not limited to the costs and fees incurred and to be incurred claims from, its Affiliates which have or should have been released pursuant to clause 7.1. Clause 7.1 and this clause are third party stipulations (derdenbedingen) in favour the Excluded ContractsGroup Companies, stipulated at the request of the Purchaser. 7.3 The Seller shall procure, with effect from the Completion Date, the listing, the preparation release of the financial statements for the financial year 2011 Group Companies from any (joint and/or several) Guarantees and other financial reportsliabilities given by, the 2012 annual general meeting and the Tax arrangements set out in clause 16; (C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller to the extent reasonably required assumed by or desired binding upon any Group Company in relation to any of the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation liabilities of the Seller and/or any of its Related Parties. The Seller shall indemnify and hold the Purchaser harmless and, as further set out in clause 13an irrevocable third party stipulation (derdenbeding) stipulated by the Purchaser, the Group Companies, against all amounts to be paid by any of them pursuant to any such Guarantees and other liabilities. 12.2 7.4 The Purchaser shall, and shall procure that the Subsidiaries Group Companies shall, promptly (i) retain for a period of 7 years from Completion, or such shorter or longer period as may be prescribed by applicable Law, all books, records and timely provide copies taken from the Administration and all further other written information and documentation relating to the Business Group up to and including the Completion Date and (ii) for the period that such records are retained, provide the Seller may reasonably require for the purpose of preparing and its financial statements or otherwise request. 12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Purchaser (by way of irrevocable third party stipulation for no consideration) shall indemnify each member of the Special Committee, the Executive Board representatives and the Supervisory Board advisers upon reasonable written request and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal notice and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for the avoidance of doubt the dissolution, the Distribution and delisting as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit of the Special Committee and the members of the Executive Board and Supervisory Board shall be available and remain available at the PurchaserSeller’s costs from Completion until the moment that the liquidation terminates and costs, with copies of such Records as may be reasonably required by the Seller ceases to existcomply with their legal obligations in relation to Taxation.

POST COMPLETION UNDERTAKINGS. 12.1 The objective of the Transaction is that at Completion the entire Business 8.1 Following and all its historic, actual and future assets and liabilities are transferred subject to the PurchaserCompletion, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset Sellers hereby irrevocably, unconditionally, jointly and without any liabilities severally agree and that the uniQure DRs shall be subsequently available for distribution undertake to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objectiveBuyer that: (Aa) the Purchaser will, provided that Completion has taken place, indemnify the Seller Xx. Xxxxx shall remain to be a director of TSL and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs NSL respectively and Xx. Xxxx shall remain to be a director / an employee of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to NSL for the period before or of three years after Completionthe Completion Date; (Bb) Xx. Xxxxx shall be appointed as and remain as a senior management of the Listing Vehicle from the date as requested by the Buyer up to the listing date of the Proposed Listing or the termination date of such appointment as proposed and requested by the Buyer (whichever is earlier); (c) the Purchaser aggregate amount of the monthly salary of Xx. Xxxxx and Xx. Xxxx shall compensate be HK$80,000 during the Seller on period of three years after the Completion Date; (d) they shall procure all the existing employees to continue the employment with TSL and NSL (as the case may be) in accordance with the terms and conditions of the existing employment contracts; (e) they shall procure that at all time the Target Companies shall not in any material aspects depart from the ordinary and usual course of their day-to-day Business; (f) they shall not be appointed as an authorised signatory of the BVI Bank Account and shall not (i) request for any information of the BVI Bank Account; and (ii) be involved in management and operation of the BVI Bank Account; (g) they shall not, without the prior written consent/signature (such consent/signature not to be unreasonably withheld or delayed) of the Buyer or the directors to be nominated by the Buyer, make any payment, issue any cheque/cashier order, and withdraw or transfer any money from Bank Accounts; (h) they shall only be responsible for the daily operation of the Business and shall not, without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Buyer or the directors to be nominated by the Buyer, carry out any activities which are subject to the Buyer’s consent under Part 1 of the Schedule 3; (i) they shall and shall procure each of the employees, advisors and officers of the Target Companies to use the best endeavour to (i) allow the access to the facilities of the Target Companies; (ii) arrange the interviews with the customers, subcontractors and suppliers, bankers of the Target Companies; and (iii) provide and disclose any information, documents, agreements and/or instruments, which are within the Sellers’ control, within 10 days after receiving the requests as may be reasonably requested by the Buyer, the Target Companies, the Listing Vehicle or the professional parties (including but not limited sponsor, underwriters, legal advisors, reporting accountant or other professional advisors) to be engaged by the Listing Vehicle (the “Professional advisors”) to facilitate the filing of listing application and implementation of a euro Proposed Listing and provide all information as may be necessary for euro basis for all costs associated to its operations as from Completion until such listing application and implementation or requested by the moment that Buyer, the liquidation terminates Target Companies, the Listing Vehicle and/or the Professional Advisors and the Seller ceases to exist as further set out relevant stock exchange in clause 13, relation thereto; (i) if any of the sellers commits any breach of his/her obligations under this Agreement (including but not limited to the costs obligations under the profit guarantee under Clause 6 and fees incurred and post-completion undertakings under this clause); or commits any negligence, illegal acts or wilful misconduct; or if there is any breach of the Warranties; or if the Sellers are or likely to be incurred pursuant involved in any litigation, disciplinary actions, claims and/or proceedings, which in the absolute opinion of the Buyer, lead to or likely lead to the Excluded Contractsdelay of, failure of or cause material adverse impact on the Proposed Listing, the listing, Sellers shall immediately return the preparation of amount which is equivalent to the financial statements for Purchase Price to the financial year 2011 and other financial reports, the 2012 annual general meeting Buyer and the Tax arrangements set out in clause 16; (C) the Purchaser Buyer shall at no cost make the services and assistance of the Employees available transfer to the Seller to Sellers the extent reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13. 12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken Sale Shares upon receiving such amount from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise request. 12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Purchaser (by way of irrevocable third party stipulation for no consideration) shall indemnify each member of the Special Committee, the Executive Board and the Supervisory Board and hold them fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Transaction, including for the avoidance of doubt the dissolution, the Distribution and delisting as set out in clause 13, and shall furthermore procure that appropriate D&O insurance for the benefit of the Special Committee and the members of the Executive Board and Supervisory Board shall be available and remain available at the Purchaser’s costs from Completion until the moment that the liquidation terminates and the Seller ceases to exist.Sellers;