Common use of PRE-COMPLETION MATTERS Clause in Contracts

PRE-COMPLETION MATTERS. 5.1 During the period from the date of this Agreement to Completion each of the Vendors shall perform their obligations as set out in Schedule 3. 5.2 The Vendors shall procure that, to the extent not already so transferred, all of the AM Domain Names are transferred to, and fully legally and beneficially vested in, a Group Company prior to Completion. 5.3 If the Purchaser believes that any Vendor is in breach of any of its obligations under Schedule 3, and any such breach or breaches are capable of being cured, the Purchaser shall notify the Vendors of such breach or breaches and shall afford the Vendors the opportunity to try to remedy such breach or breaches prior to Completion. 5.4 The Vendors shall be entitled to procure that the Company declare make or pay a dividend (a “Pre-Completion Dividend”) (whether as an interim or final dividend) to the Vendors at any time prior to Completion of such amount as the Vendors may reasonably and lawfully determine (provided that the making of such dividend shall not result in the Company having Cash Balances of less than £6 million at Completion) (and further provided that any such Pre-Completion Dividend may be settled in whole or in part by way of set-off against any monies owed by any Vendor to any Group Company pursuant to the Pre-Sale Property Extraction) and may procure that the Company or any other Group Company takes such steps and corporate actions (including the preparation of interim accounts, the paying of dividends or the making of other distributions and the transfer of cash (including by way of intra-group loan)) as the Vendors may consider reasonably necessary so as to enable the Company to declare, make or pay (including by way of any such set-off) any such Pre-Completion Dividend. 5.5 The Vendors shall procure that, prior to Completion, the Company shall pay the NRIM Deferred Consideration in full to the sellers of NRIM Limited in accordance with the provisions of the share purchase agreement dated 29 July 2014 relating to the acquisition by the Company of NRIM Limited.

PRE-COMPLETION MATTERS. 5.1 During the period 4.1 As from the date of this Agreement until Completion, the Seller (without prejudice to Completion each the operation of paragraph 10 of the Vendors shall perform their obligations as set out in Schedule 3. 5.2 The Vendors Tax Covenant or to the Carry-back Receivable Sale Contract) shall procure that: (a) the businesses of each Group Member will be carried on as going concerns in the ordinary and usual course as carried on over the 12 months prior to the date of this Agreement including payment of Taxes and management of Tax affairs in compliance in all material respects with all applicable legal and regulatory provisions and without material interruption or alteration in the nature, scope or manner of such businesses but only to the extent not already so transferred, all that avoiding such interruption or alteration is within the control of the AM Domain Names are transferred Seller and is not as a result of a fact, matter, circumstance or event affecting similar businesses in Paris; (b) as soon as reasonably practicable the Seller shall notify the Purchaser of all material matters relating to businesses, assets and affairs of each Group Member (having regard to the Purchaser’s interest as the prospective owner of each Group Member) and provide to the Purchaser reasonable details of any material change in the Business or the Company or Group’s financial position or assets; (c) each Group Member will enforce, or procure to be enforced the obligations of employees and directors under their respective employment contracts and of other employees under their terms of employment with a Group Member; (d) each Group Member will keep proper accounting records of all dealings and transactions in relation to its and their businesses and will afford to the Purchaser and any representative of the Purchaser full access thereto; (e) the Purchaser, and such employees, agents, sub-contractors, representatives (including representatives of the proposed post-Completion operator of the Hotel) or advisers as the Purchaser reasonably requests, will be afforded reasonable access reasonably required by the Purchaser for the purposes of planning for the operation of the Business after Completion which shall include access to: (i) the Property (including, with the Seller’s prior consent (not to be unreasonably withheld or delayed), for the purpose of planning repair, safety or replacement works or planning the installation of replacement fixtures, fittings or equipment at the Property); (ii) the Company Systems; (iii) all documents, books and records held or maintained by or on behalf of each Group Member or held or maintained by or on behalf of the Seller or any of its advisers relating thereto; (iv) the directors, officers (mandataires sociaux) executives and advisers of each Group Member; and (v) the General Manager and all department heads (including Finance, Human Resources, Revenue, Sales and Marketing, Engineering and Purchasing) of the Hotel; (f) it maintains in force policies of insurance for full reinstatement value but otherwise with limits of indemnity at least equal to, and fully legally otherwise on terms no less favourable than, those policies of insurance currently maintained by it and beneficially vested in, a not do anything to permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable and any insurance proceeds that are received by any Group Company Member in relation to any damage or loss affecting the assets of any Group Member shall be paid to such Group Member as soon as practicable; (g) the Seller’s Group removes from the Property none of the physical assets (other than the Excluded Assets which are to be removed from the Property prior to Completion. 5.3 If ), fixtures, fittings and equipment and operating supplies and equipment used in the Purchaser believes that any Vendor is in breach Business or otherwise dispose of any such physical assets, fixtures, fittings and equipment and operating supplies and equipment save in the ordinary and usual course of its obligations under Schedule 3, business and continues to take such steps as are currently taken to endeavour to prevent the hotel staff and guests removing any such breach or breaches are capable of being curedphysical assets, the Purchaser shall notify the Vendors of such breach or breaches fixtures, fittings and shall afford the Vendors the opportunity to try to remedy such breach or breaches prior to Completion.equipment and operating supplies and equipment; 5.4 The Vendors shall be entitled to procure that the Company declare make or pay a dividend (a “Pre-Completion Dividend”h) (whether as an interim or final dividend) to the Vendors at any time prior to Completion of such amount as the Vendors may reasonably and lawfully determine (provided that the making of such dividend shall not result there is no material change in the Company having Cash Balances manner or time of less than £6 million at Completion) (and further provided that any such Pre-Completion Dividend may be settled in whole payment of creditors, or the issue of invoices or collection of debts, or policy of reserving for debtors or in part by way the amount of set-off against any monies owed by any Vendor stock bought or agreed to any Group Company pursuant be bought (subject to clause 4.2(z)) or in stock which, taking the Pre-Sale Property Extractionnet effect of all such changes, would have a material adverse effect on the business of the Group; (i) and may procure that no transaction is entered into between the Company or any other Group Company takes Member and the Seller or any member of the Seller’s Group which would continue in effect or take effect on or after Completion save for transactions in the ordinary and usual course of business which are recognised in the Net Current Assets Statement; and (j) procure that no member of the Seller’s Group (including any officers, employees or contractors thereof): (i) changes the manner in which reservations have been taken for the Hotel in the previous 12 months such steps that either: (A) the rates for accommodation offered by the Seller’s Group for the Hotel for the period following Completion are materially below the average room rate for the previous 12 months; or (B) the number of Priority Club® Reward redemption bookings or any other loyalty scheme or discounted staff bookings for the Hotel in any given month following Completion is materially higher than the average number of such bookings per month over the previous 12 months; (ii) instructs any member of its reservation centre to deflect bookings for the Hotel to any other hotel property; or (iii) effects any change to the manner in which proposal requests sent to pxxxx.xxxxx@xxxxxxxxxxxxx.xxx, pxxxx.xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx and corporate actions pxxxx.xxxxxxxxx@xxxxxxxxxxxxx.xxx are currently handled, including enabling the marketing departments of both the Hotel and the Inter- Continental Le Grand Hôtel to receive a copy of the request and provide the requestor with a proposal; and (k) as soon as reasonably practicable, the Seller shall prepare and provide the Purchaser with an asbestos technical file for the Property (dossier technique amiante) which complies with article R.1334-26 of the French Public Health Code (Code de la Santé Publique). 4.2 Without prejudice to clause 4.1, or paragraph 10 of the Tax Covenant, or the Carry -back Receivable Sale Contract, pending Completion, the Seller shall procure that none of the following matters will occur or be undertaken without the prior written consent of the Purchaser: (a) the modification of any of the rights attached to any shares in a Group Member (including the preparation of interim accountsShares), the paying allotment or issue of dividends or agreement to allot or issue any shares (parts sociales ou valeurs mobilières) or loan capital of a Group Member, the grant or agreement to grant any option or right over any shares (parts sociales ou valeurs mobilières) or loan capital of a Group Member, the issue of any obligations convertible into shares of a Group Member, the repayment in whole or in part of any loan, loan capital or preference capital of any Group Member or the making issue of any profit sharing bonds or grant of any rights to third parties to share in the past, present or future income or profits, reserves or liquidation surpluses of any Group Member; (b) the capitalisation or repayment of any amount standing to the credit of any reserve of a Group Member or the redemption or purchase of any shares or any other distributions and reorganisation of the share capital of a Group Member; (c) the transfer (under any form) or approval of cash the transfer to any third party of any shares of a Group Member (including the Shares); (d) whether in the ordinary and usual course of business or otherwise: (i) the sale or disposal of, or the grant or termination of any rights in respect of, any part of the undertaking or the assets of a Group Member having a value in excess of €50,000 per transaction or €200,000 in aggregate; or (ii) the acquisition of, or the agreement to acquire, any business or any asset having a value in excess of €50,000 per transaction or €200,000 in aggregate, or the receipt of any service otherwise than at market value; (e) the entry into any leasing, hire purchase or other agreement or arrangement for payment on deferred terms; (f) the effecting of any material change in the practices of ordering supplies and raw materials, invoicing customers or collecting debts from those practices adopted at the date of this Agreement; (g) the declaration, payment or other making by way a Group Member of any dividend or other distribution; (h) the passing of any resolution or decision by the shareholders of a Group Member, (including any alteration to the Articles of Association of a Group Member), except for the purpose of the sale and purchase of the Shares as contemplated herein; (i) the giving by a Group Member of any guarantee, indemnity or surety; (j) the increase or extension of the liability of a Group Member under any intra-group guarantees existing at the date of this Agreement or the entry into any new intra- group guarantees; (k) the acquisition by a Group Member of any shares of any other company, or the acquisition of the whole or any substantial part of the undertaking, assets or business of any other company or any firm or person, or the participation by a Group Member in any partnership, consortium, association or joint venture; (l) the borrowing of any money or acceptance of any financial facility by a Group Member or the making, granting, accepting or incurring of any loan, financial facility, material or unusual undertakings or liabilities (actual or contingent) including any off-balance sheet commitments; (m) the creation or issue or allowing to come into being of any Encumbrance upon or over any part of the property or assets or uncalled capital of a Group Member or the creation or issue of any debenture or debenture stock or the obtaining of any advance or credit in any form, other than normal trade credit; (n) the appointment of, or the issue of an offer of employment to, any new director or officer (mandataire social ) of a Group Member or any employees or consultants of a Group Member who would receive an annual remuneration of €60,000 or more (whether under fixed-term or indefinite term employment contracts); (o) save as contemplated by this Agreement, the Vendors may consider reasonably necessary so as entry into or modification of any agreement, arrangement or understanding with any trade union, works council, staff association or other employee representative body which would be binding upon the Purchaser post-Completion, save that the Purchaser shall have 3 Business Days from receipt of written notification from the Seller that an issue has arisen for which it requires the Purchaser’s consent under this clause 4.2(o) in order to enable provide its consent, such consent not to be unreasonably withheld. In the event that the Purchaser fails to respond within the 3 Business Day period the Purchaser shall be deemed to have consented to the matter for which consent was requested; (p) the making of, or announcing any proposal to make, any change or addition (whether immediate, conditional or prospective) to any terms and conditions of or in respect of employment of its directors or employees or to any arrangement with any consultants other than those required by law and which are set out in the Disclosure Letter which could increase the total staff costs of the Company to declare, make or pay the Group (including any change or addition affecting former directors, employees or consultants or their dependants) by way more than €200,000 per annum or the remuneration of any one director or employee by more than €10,000 per annum or dismiss except for good cause any of its directors, employees or consultants or induce any such directors, employees or consultants to terminate their employment; (q) the making of, or announcing any proposal to make, any material change (whether immediate, conditional or prospective) to any, or grant or create any additional, retirement, health insurance, death or disability benefits scheme (including any change or addition affecting former directors, employees or consultants or their dependants) other than those required by law and which are set out in the Disclosure Letter or take or fail to take any action or allow any action to be taken in relation to any such scheme other than in the ordinary and usual course of administering any such scheme or which is necessary or prudent for the proper operation of any such set-offscheme; (r) the incurring or payment of any such Pre-Completion Dividend. 5.5 The Vendors shall procure that, management charges or other payments to the Seller or any other member of the Seller’s Group in the period prior to Completion, save for any inter-company trading liabilities incurred in the ordinary and usual course of business and reflected in the Net Current Asset Statement; (s) the entry into, termination, amendment, variation or assignment of any material contract, transactions or arrangements (including finance leases) by a Group Member to which it is a party, whether or not legally binding, or the assumption of any liability otherwise than in the ordinary and usual course of business, or having a value of or involving expenditure in excess of €50,000 per event or €200,000 in aggregate or which is of a long term, onerous or unusual nature or which could involve an obligation of a material nature or which may result in any material change in the nature or scope of its operations; (t) the commencement of any litigation by a Group Member other than for the collection of debts not exceeding €15,000; (u) the authorising of capital expenditure by a Group Member exceeding €50,000 in the aggregate other than in an emergency; (v) the alteration of any of the Group Members insurance policies from their current form; (w) the performance of any act or the entry into any transaction or arrangement which may result in the Company or any other Group Member being resident for Tax purposes in a jurisdiction other than its country of incorporation or subject to Tax in such jurisdiction; (x) the amendment, variation or withdrawal of an existing VAT registration or the election to waive any exemption from VAT; (y) the acquisition or disposal of, or agreement to acquire or dispose of, any freehold or leasehold property or the grant of any lease or third party right or providing or granting any consent, including any consent concerning the duration of a tenancy referred to in Schedule 2 or the rental payments for such tenancy but excluding day to day consents given under the terms of such tenancies; (z) the purchase of any items branded with the Protected Badges which are not reasonably likely to be utilised or required for the Hotel in the ordinary and usual course of business prior to Completion; or (aa) agree, conditionally or otherwise, to do any of the foregoing. 4.3 On or before Completion the Seller shall pay procure that: (a) all loans due from the NRIM Deferred Consideration Group Members to any of the Seller’s Group shall be repaid; (b) each member of the Seller’s Group shall irrevocably waive, with effect from Completion, any liabilities owed by any Group Member to any member of the Seller’s Group, save for any inter-company trading liabilities incurred in full the ordinary and usual course of business and reflected in the Net Current Asset Statement, by execution of a document in the agreed form; (c) all loans due from the Seller’s Group to any Group Member shall be repaid; (d) the agency relationship between the Company and InterContinental Hôtels Corporation for the purposes of French value added tax is terminated; (e) each Group Member is released from all guarantees and indemnities given by that Group Member in respect of any liability or obligation of the Seller or any other member of the Seller’s Group; (f) it provides to the sellers of NRIM Limited in accordance with the provisions Purchaser an inventory of the share purchase agreement dated 29 July 2014 operating equipment (being glassware, silverware, china and uniforms) in the Hotel as at Completion; and (g) at the Purchaser’s request it provides the Purchaser with access to an electronic copy of PeopleSoft so as to permit the Purchaser to transfer the information contained on PeopleSoft relating to the acquisition by Hotel and/or the Company Group to the Purchaser’s (or it’s nominee’s) systems. 4.4 As from the date of NRIM Limitedthis Agreement until Completion, the Seller and the Purchaser undertake to cooperate to ensure a smooth transition of the change of control of the Company.

PRE-COMPLETION MATTERS. 5.1 During 4.1 The Seller has delivered the period from Pre-Signing Statement to CCIA. 4.2 Pending Completion the Seller shall ensure that: (a) it will comply with its obligations under the Property Lease and will make an application to the Landlord of the Property Lease for its consent to assign the Property Lease to CompuCredit UK in a form reasonably acceptable to CompuCredit UK; (b) it will comply with its obligations under the Assigned Contracts and will comply with its material obligations under the Material Contracts which relate to the Business; (c) the Purchasers (and Raphael Bank as CCIA’s designee as acquirer of certain of the Credit Card Assets) and their agents and representatives are afforded reasonable access to the Infrastructure Assets, including the Property (but excluding that part of the Property located within the demise described in the Property Sublease unless (i) such reasonable access has been agreed between the parties (acting reasonably); or (ii) the relevant person seeking access is accompanied by a representative of the Seller; or (iii) is required in order for the parties to comply with their obligations under clause 7 of Part C of Schedule 6 to this Agreement); (d) it shall not and no member of the Seller’s Group shall: (i) amend any of the terms of employment of the Pool 1 Transferring Employees, including in relation to those employees’ pension arrangements, except with the prior written consent of CompuCredit UK (such consent not to be unreasonably withheld or delayed) and subject at all time to compliance with Applicable Laws; and/or (ii) make any communications to the Pool 1 Transferring Employees which are in any way inconsistent with the terms of this Agreement except with the prior written consent of CompuCredit UK (such consent not to be unreasonably withheld or delayed); (e) the Purchasers will be kept fully and promptly informed of all material matters relating to the Business, including (i) of any litigation or proceeding, challenging the purchase, sale or assignment of any of the Assets hereunder, (ii) of any material adverse change in the financial condition of the Sale Accounts, and (iii) any material billing errors, claims, disputes or any litigation with respect to the Sale Accounts; (f) insurance cover in respect of the Infrastructure Assets will be maintained at all times on the same basis existing on the date of this Agreement; and (g) it will inform the Purchasers of any: (i) Pool 1 Transferring Employee who, after the date of this Agreement, makes an application to receive or begins to receive or is approved to receive or who appeals a decision to reject payment under any disability or permanent health or any similar insurance scheme funded by the Seller; (ii) Pool 1 Transferring Employee who has given or received notice of termination of his or her employment, become the subject of any formal or material disciplinary action or who is engaged in any formal or material grievance procedure; (iii) employee who has ceased to be a Pool 1 Transferring Employee but remains employed by any Seller’s Group Company; and (iv) claim or legal proceedings in relation to any of the Pool 1 Transferring Employees which are current, threatened or, so far as the Seller is aware, pending against any Seller’s Group Company; (h) it shall not and no member of the Seller’s Group shall grant any options or awards to Share Plan Employees under the Share Plans; and (i) it will inform the Purchaser of any National Insurance Elections, National Insurance Recovery Agreements or elections made in relation to restricted securities under Chapter 2 of Part 7 of the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 which are entered into by Share Plan Employees after the date of this Agreement in relation to Completion options and awards granted under the Share Plans. 4.3 Pending each Pool 2 Transitional Activities Assumption Date and once the Pool 2 Transferring Employee has been selected by the Purchasers pursuant to clause 6.9 of the Vendors shall perform their obligations as set out Transitional Service Agreement: (a) the Seller will inform the Purchasers of any: (i) Pool 2 Transferring Employee performing the relevant Pool 2 Activity who, after the date of this Agreement, makes an application to receive or begins to receive or is approved to receive or who appeals a decision to reject payment under any disability or permanent health or any similar insurance funded by the Seller; (ii) Pool 2 Transferring Employee performing the relevant Pool 2 Activity who has given or received notice of termination of his or her employment, become the subject of any formal or material disciplinary action, or who is engaged in Schedule 3any formal or material grievance procedure; and (iii) employee who has ceased to be a Pool 2 Transferring Employee but remains employed by any Seller’s Group Company. 5.2 The Vendors (iv) claim or legal proceedings in relation to any Pool 2 Transferring Employee performing the relevant Pool 2 Activity of which are current, threatened or so far as the Seller is aware pending against any Seller’s Group Company; and (b) the Seller shall procure thatensure that it shall not and no member of the Seller’s Group shall: (i) amend any of the terms of employment of the Pool 2 Transferring Employees, including in relation to those employees’ pension arrangements, except with the prior written consent of CompuCredit UK (such consent not to be unreasonably withheld or delayed) and subject at all times to compliance with applicable laws; and/or (ii) make any communications to the extent not already so transferred, all of the AM Domain Names Pool 2 Transferring Employees which are transferred to, and fully legally and beneficially vested in, a Group Company prior to Completion. 5.3 If the Purchaser believes that in any Vendor is in breach of any of its obligations under Schedule 3, and any such breach or breaches are capable of being cured, the Purchaser shall notify the Vendors of such breach or breaches and shall afford the Vendors the opportunity to try to remedy such breach or breaches prior to Completion. 5.4 The Vendors shall be entitled to procure that the Company declare make or pay a dividend (a “Pre-Completion Dividend”) (whether as an interim or final dividend) to the Vendors at any time prior to Completion of such amount as the Vendors may reasonably and lawfully determine (provided that the making of such dividend shall not result in the Company having Cash Balances of less than £6 million at Completion) (and further provided that any such Pre-Completion Dividend may be settled in whole or in part by way of set-off against any monies owed by any Vendor to any Group Company pursuant to the Pre-Sale Property Extraction) and may procure that the Company or any other Group Company takes such steps and corporate actions (including the preparation of interim accounts, the paying of dividends or the making of other distributions and the transfer of cash (including by way of intra-group loan)) as the Vendors may consider reasonably necessary so as to enable the Company to declare, make or pay (including by way of any such set-off) any such Pre-Completion Dividend. 5.5 The Vendors shall procure that, prior to Completion, the Company shall pay the NRIM Deferred Consideration in full to the sellers of NRIM Limited in accordance inconsistent with the provisions terms of this Agreement except with the share purchase agreement dated 29 July 2014 relating prior written consent of CompuCredit UK (such consent not to the acquisition by the Company of NRIM Limitedbe unreasonably withheld).