Common use of Pre-Closing Clause in Contracts

Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Properties pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Properties pursuant to the terms set out in this Part 4 of Schedule 3 2 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 2 which is not resolved by agreement between the parties within nine months of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party Seller the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser Sellers or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the PurchaserSeller; (iii) the relevant Business Seller and the Purchaser Sellers shall request that the Expert determines the referred dispute within 10 ten days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser Sellers or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser Sellers shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser Sellers shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the PurchaserSellers in equal shares; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller in relation to the Transferred Property in question shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser and the other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) and each Seller shall supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (biii) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (civ) if reasonably required by the a Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (dv) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party Seller shall give written notice to the each other party Seller as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b1.3.3(iii) to (dv) of this Part 4 of this Schedule 32, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the such Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the Business 1.5.1 The Sellers and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Group Transfer Properties pursuant to the terms set out in this Part 4 3 of Schedule 3 8 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 3 of Schedule 3 8 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller Sellers or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), Queens Counsel well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction law chosen by agreement between the relevant Business Seller Sellers and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller Sellers or the Purchaser; (iii) the relevant Business Seller Sellers and the Purchaser shall request that the Expert determines determine the referred dispute within 10 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller Sellers and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller Sellers and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the relevant Business Seller Sellers and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Group Transfer Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Group Transfer Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, Sellers (at the cost and expense of the Purchaser) shall use all reasonable endeavours before the Property Long Stop Date to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property Group Transfer Properties (including, subject to paragraph 1.10.4, entering into any authorised guarantee agreement where properly required to do so under any Lease) and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to 1.5.1 The Purchaser and the Sellers shall, before Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Sellers’ Group Transfer Properties pursuant to the terms set out in this Part 4 of Schedule 3 8 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 of Schedule 3 8 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller Purchaser or the Purchaser Sellers may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), Queens Counsel well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction law chosen by agreement between the relevant Business Seller Purchaser and the Purchaser Sellers or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller Purchaser or the PurchaserSeller; (iii) the relevant Business Seller Purchaser and the Purchaser Sellers shall request that the Expert determines determine the referred dispute within 10 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller Purchaser and the Purchaser Sellers or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller Purchaser and the Purchaser Sellers shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the relevant Business Seller Purchaser and the Purchaser Sellers shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Sellers’ Group Transfer Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Sellers’ Group Transfer Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Business Assignment Properties pursuant to the terms set out in this Part 4 6 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 6 of Schedule 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in In the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller member of the RBSG Group or the Purchaser; (iii) the relevant Business Seller member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within 10 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the relevant Business Seller members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 4 6 of Schedule 3 applies to those Transferred Real Business Assignment Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 4 6 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Business Assignment Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller Business Transferors or relevant Business Seller shall make an application for, member of the RBSG Group and the Purchaser (at the cost and expense of the Purchaser) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property Business Assignment Properties and shall, at all times, keep the Purchaser each other informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Business Assignment Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Business Assignment Properties or otherwise affecting the Business Assignment Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third partyperson, provide a rent deposit or procure that a surety sureties acceptable to such person guarantees them guarantee the Purchaser’s obligations under the Lease Leases in respect of the Business Assignment Properties following the transfer of the relevant Transferred Leased Real PropertyBusiness Assignment Properties; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional pay, all costs, charges and other fees expenses of any Landlord, any superior landlord or other relevant person (including (without limitation) any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givengiven and all payments shall be payable to the relevant Business Transferor not less than ten Business Days after the relevant Business Transferor gives the Purchaser notice to that effect. 1.3.4 1.5.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject 1.5.5 Other than where required under the terms of any Lease to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) provide an authorised guarantee agreement in favour of this Part 4 of Schedule 3a Landlord, the Seller Business Transferor shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or not be obliged to provide or procure the giving of any guarantees or security or incur any other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party financial liability in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior 5.1 The Obligations of the Sellers in Relation to Closingthe Conduct of the Business 5.1.1 it shall use its commercially reasonable efforts to preserve the value of the Sale Assets; 5.1.2 no Employee Benefits shall be materially increased, no other unusual or extraordinary bonus shall be paid, no terms of employment of any employee shall be amended and no employee shall be dismissed or additional employee hired, in each case without the Business Sellers and the Purchaser consent of NHI (such consent not to be unreasonably withheld); 5.1.3 other than for cause, it shall not dismiss or (save as provided in Schedule 5) give notice of termination of employment to any Nominated Employee or Selected Employee or amend (or agree (acting reasonablyto amend) the form terms of all documents on Property Agreed Terms necessary for the transfer employment (including annual compensation, bonus entitlement, benefit or other direct, indirect or deferred compensation or severance entitlement), duties or title of each of the any Transferred Real Properties Employee (including any Nominated Employee or Selected Employee), other than pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement., in each case without the consent of NHI (such consent not to be unreasonably withheld); 1.3.2 Any 5.1.4 no Sale Asset shall be sold or otherwise transferred, no security shall be granted over any Sale Asset and no Sale Asset shall be otherwise encumbered (to the extent it is not already so encumbered) (except by operation of law or pursuant to court order or any analogous event); 5.1.5 no material litigation or dispute arising out relating to any Sale Asset shall be commenced or settled by any of the Sellers; 5.1.6 the Purchasers shall be given such access as they shall reasonably require to the Transferred Sale Assets Records (subject to any restrictions imposed by data protection laws or other applicable law or regulation relating to data privacy or client confidentiality); 5.1.7 it shall not transfer to or re-locate to the Business any employee of the Xxxxxx Brothers International Group that is not currently an employee of or connected seconded to the Business and, other than pursuant to a prior contractual commitment, not transfer or re-locate any Transferred Employee away from the Business; 5.1.8 it shall not assume voluntarily any liability that would be transferred with paragraph 1.3.1 the Sale Assets in connection with the Japan Completion and/or the General Completion by operation of law or otherwise (other than in the ordinary course of business); 5.1.9 not change the existing use, terminate, or give notice to terminate, any lease, tenancy, or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and shall not agree to a new rent or fee payable under a lease, tenancy or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be); 5.1.10 it shall not take any action that is inconsistent with the provisions of this Part 4 Agreement, or that is or will constitute or cause a breach of Schedule 3 which is any undertaking under this Agreement; and 5.1.11 it shall not resolved agree to do anything prohibited by agreement between the parties within nine months of such dispute arising this Clause 5.1, provided that nothing shall be referred for and resolved by expert determination as follows: prevent: (i) either the relevant Business Seller or Sellers from managing the Purchaser may initiate an expert reference under this provision by proposing to solvency of any member of the other party the appointment of an expert (the “Expert”); Xxxxxx Brothers International Group in accordance with their fiduciary, legal and regulatory duties; and (ii) the Expert shall either be Insolvency Officers from carrying out their duties under the nearest equivalent to a chartered surveyor insolvency laws in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case jurisdictions and/or complying with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 days terms of the initiation of orders appointing the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller respective Insolvency Officers and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givencourt order. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior At or prior to Closingthe Pricing, the Business Sellers parties shall take all actions necessary to prepare to (i) effect the Merger (including the delivery to an agent of HOLDING of the Articles of Merger for filing at the Effective Time of the Merger, which agent shall execute an escrow agreement in form and content reasonably acceptable to the COMPANY) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of The Commonwealth of Massachusetts in order to withdraw the Certificate of Merger to the extent previously filed and rescind any merger or other actions effected by any advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Purchaser Merger shall agree thereby be effected, (acting reasonablyy) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the form of all documents closing with respect to the IPO shall occur and be deemed to be completed. The date on Property Agreed Terms necessary for which the transfer of each actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Transferred Real Properties IPO is terminated pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising underwriting agreement. This Agreement shall be referred for and resolved by expert determination as follows: (i) either in any event terminate if the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than Closing Date has not occurred within 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 business days of the initiation Pre-Closing Date. Time is of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the partiesessence. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior At or prior to Closingthe Pricing, the Business Sellers parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of Georgia in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Purchaser Merger shall agree thereby be effected, (acting reasonablyy) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the form of all documents closing with respect to the IPO shall occur and be deemed to be completed. The date on Property Agreed Terms necessary for which the transfer of each actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Transferred Real Properties IPO is terminated pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising underwriting agreement. This Agreement shall be referred for and resolved by expert determination as follows: (i) either in any event terminate if the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than Closing Date has not occurred within 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 business days of the initiation Pre-Closing Date. Time is of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the partiesessence. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Properties pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Business Underletting Properties and the documentation of such rights as are reasonably required for their on-going use for the purposes of the Purchaser’s business pursuant to the terms set out in this Part 4 7 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 7 of Schedule 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller member of the RBSG Group or the Purchaser; (iii) the relevant Business Seller member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within 10 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the relevant Business Seller members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 4 7 of Schedule 3 applies to those Transferred Real Business Underletting Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 4 7 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Business Underletting Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller Business Transferors or relevant Business Seller shall make an application for, member of the RBSG Group and the Purchaser (at the cost and expense of the Purchaser) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property Business Underletting Properties and shall, shall at all times, times keep the Purchaser each other informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Business Underletting Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Business Underletting Properties or otherwise affecting the Business Underletting Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, person provide a rent deposit or procure that a surety sureties acceptable to such person guarantees them guarantee the Purchaser’s obligations under the Lease transfers in respect of the Business Underletting Properties following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal toBusiness Underletting Properties Provided that: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Leaseback Properties pursuant to the terms set out in this Part 4 9 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 9 of Schedule 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller member of the RBSG Group or the Purchaser; (iii) the relevant Business Seller member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within 10 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the relevant Business Seller members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 4 9 of Schedule 3 applies to those Transferred Real Leaseback Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 4 9 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Leaseback Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller Business Transferors or relevant member of the RBSG Group and the Purchaser (at the cost and expense of the Business Seller shall make an application for, and Transferors or the relevant member of the RBSG Group) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property Leaseback Properties and shall, shall at all times, times keep the Purchaser each other informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser Business Transferors or the relevant member of the RBSG Group shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Leaseback Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Leaseback Properties or otherwise affecting the Leaseback Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third partyperson, provide a rent deposit or procure that a surety sureties acceptable to such person guarantees them guarantee the Purchaserrelevant member of the RBSG Group’s obligations under the Lease transfers in respect of the Leaseback Properties following the transfer of the relevant Transferred Leased Real PropertyLeaseback Properties; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional pay, all costs, charges and other fees expenses of any Landlord, any superior landlord or other relevant person (including (without limitation) any Tax or disbursements in respect of such fees but excluding any Tax Taxes on the actual net income, profit or gains of the any Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givengiven and all payments shall be payable to the Purchaser not less than ten Business Days after the Purchaser gives the Business Transferors or the relevant member of the RBSG Group notice to that effect. 1.3.4 1.5.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to 1.5.5 Other than where required under the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) terms of this Part 4 of Schedule 3any Lease, the Seller Business Transferors shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or not be obliged to provide or procure the giving of any guarantees or security or incur any other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party financial liability in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior At or prior to Closingthe Pricing, the Business Sellers parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of Texas in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the Pre-Closing date (the "Pre-Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Closing Date, shall become effective and the Purchaser Merger shall agree thereby be effected, (acting reasonablyy) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the form of all documents closing with respect to the IPO shall occur and be deemed to be completed. The date on Property Agreed Terms necessary for which the transfer of each actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Transferred Real Properties IPO is terminated pursuant to the terms set out in this Part 4 of Schedule 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 3 which is not resolved by agreement between the parties within nine months of such dispute arising underwriting agreement. This Agreement shall be referred for and resolved by expert determination as follows: (i) either in any event terminate if the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than Closing Date has not occurred within 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 14 business days of the initiation Pre-Closing Date. Time is of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the relevant Business Seller or the Purchaser; (iii) the relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the relevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the partiesessence. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (b) in respect of the period after Closing only, enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (c) if reasonably required by the Landlord, any superior landlord or other relevant third party, provide a rent deposit or procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (d) be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each party shall give written notice to the other party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(ii)(b) to (d) of this Part 4 of Schedule 3, the Seller shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.