Common use of PRE-COMPLETION Clause in Contracts

PRE-COMPLETION. 5.1 The Seller undertakes to procure that between the Signing Date and Completion each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completion: (a) each Group Company shall manage its working capital in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Date; (b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake any of the actions set out in Schedule 10 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayed. 5.3 Subclauses 5.1 and 5.2 shall not operate so as to prevent or restrict: (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; or (b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or (c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or (d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or (e) any matter undertaken at the written request or with the written consent of the Original Purchaser or the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action. 5.4 The Seller undertakes to notify in writing the Purchaser as soon as reasonably practicable if it becomes aware prior to Completion: (a) that any of the Seller’s Warranties was untrue or inaccurate in any material respect as of the Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other than: (a) as permitted by or required to give effect to the Intercompany Loan Cleanup in Italy (including the consideration that will be owing by Laureate Italy to Nuova Academia as a result of Nuova Academia taking over the contractual relationship relating to Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); or (b) in relation to Trade Debts or the Continuing Arrangements, in the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completion. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount of such Claim) prior to the date on which the Merger is completed. The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings in respect of it have not been commenced within twelve months after the giving of notice of that Claim. 5.7 The Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the Effective Time. 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified by the Seller in accordance with the foregoing, in relation to the Services Agreement for the chief executive officer of Laureate Germany Holding GmbH the effective termination date of such person shall be postponed by six months from the Completion Date and the Purchaser shall procure that: (a) unless otherwise requested to do so by the Seller in writing, no Group Company will terminate such Services Agreement before the expiry of the period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall procure that the Group Companies shall, allow the Purchaser and its agents, upon reasonable notice: (a) access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Group; (b) reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request); and (c) reasonable access to the auditors of the Group involved in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request), in each case, to the extent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s Group (including, without limitation, in connection to audits of the Group Companies), (ii) the understanding by the Purchaser of the audit scope and activities carried out as part of any audit of the Group Companies, (iii) the raising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere with the management and conduct of any Group Company. 5.12 Prior to Completion, the Seller shall, and shall procure that the Group Companies and/or the relevant members of the Seller’s Group shall, to the extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following Completion. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of merger, demerger, absorption or other similar mechanism to Istituto Marangoni, and by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Laureate Italy and Istituto Marangoni shall be treated for the purposes of this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, Xxx X. Xxxxx no. 4/6 and provided in the Data Room is not executed on or prior to Completion without the prior written consent of the Purchaser. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.

PRE-COMPLETION. 5.1 The Seller 6.1 Subject to Clause 6.2 the Seller: 6.1.1 undertakes to procure the Purchaser that between the Signing Date and Completion each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior from 29 April 2008 to the Signing Datedate of this Agreement, save insofar as agreed in writing disclosed by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3Disclosure Letter, the Seller undertakes to procure that, between the Signing Date and Completion: (a) each Group Company shall manage its working capital in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Date; (b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake Member has undertaken any of the actions set out act or matter specified in Schedule 10 7 without the prior written consent of the Original Purchaser; 6.1.2 undertakes to procure that from the date of this Agreement to Completion no Group Member will undertake any act or course of conduct which is outside the ordinary course of the business of such Group Member without the prior consent of the Purchaser or the Purchaser, (such consent not to be unreasonably withheld or delayed) and that each member of the Group shall carry on the business of such Group Member in the ordinary course; and 6.1.3 undertakes to procure that from the date of this Agreement until Completion no Group Member shall undertake any of the acts or matters specified in Schedule 7 without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed). 5.3 Subclauses 5.1 6.2 Clause 6.1 does not apply in respect of and 5.2 shall not operate so as to prevent restrict or restrictprevent: (a) 6.2.1 any matter reasonably undertaken by any Group Company Member to preserve the safe operation of the Group’s assets or in an emergency or disaster situation with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect thereof (and of such situation which the Purchaser will be promptly notified); 6.2.2 the completion or performance of actions which are reasonably necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation or pursuant to any contract, arrangement, licence or consent entered into by or relating to any Group Member prior to the date of this Agreement or after the date of this Agreement entered into (or, in the case of a licence or consent, issued or granted) in the ordinary course of business, and in compliance with the requirements of Clause 6.1.3, with a person who is not a Group Member; 6.2.3 any matter provided for in the Transaction Documents or the Restructuring Documents; 6.2.4 the amendment by ATL and Angel Locomotive Leasing Limited of their accounting reference date to 31 March 2008; 6.2.5 any Permitted Leakage (including any draw downs in relation to any payments made under paragraph b(iv) of the Group; ordefinition of Permitted Leakage); (b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or (c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or (d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or (e) 6.2.6 any matter undertaken at the written request or with the written consent of the Original Purchaser Purchaser; or 6.2.7 any arrangements to rollover, continue or extend the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such actionRBS Debt on identical terms. 5.4 6.3 The Seller undertakes to notify in writing that between the Purchaser as soon as reasonably practicable if it becomes aware prior to date of this Agreement and Completion: (a) that any of the Seller’s Warranties was untrue or inaccurate in any material respect as of the Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other than: (a) as permitted by or required to give effect to it will not amend the Intercompany Loan Cleanup in Italy margin on the RBS Debt and the RBS Hedging Arrangements without the Purchaser’s prior consent; (including b) it will not enter into any hedging arrangements with the consideration Group without the Purchaser’s prior consent; and (c) that will be owing by Laureate Italy to Nuova Academia if the Seller's Group enters into new debt arrangements with the Group (excluding any arrangements as a result of Nuova Academia taking over the contractual relationship relating operation of Clause 6.2.6) between the date of this Agreement and Completion in compliance with the requirements of Clause 6.1.3 that, subject to Loan IT001XB (as defined such new debt being in the document referred to ordinary course of routine banking business for the Seller’s Group, any such debt arrangements will be at no higher margin than 25bps per annum and the terms of such new debt arrangements will not be any more onerous than those found in the definition RBS Debt and for the avoidance of doubt no arrangement or other fees or costs of any nature will be charged or chargeable by the Intercompany Loan Cleanup in Italy); or (b) Seller's Group in relation to Trade Debts such new debt arrangements or the Continuing Arrangements, repayment thereof and repayment of interest and principal thereof will result in the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completionhaving no further obligations under such arrangement. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount of such Claim) prior to the date on which the Merger is completed. 6.4 The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings claim by the Purchaser in respect of it have not been commenced within twelve months after the giving a breach of notice of that Claim. 5.7 The Seller covenants to pay Clause 6.1 shall be subject to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any matter undertaken to give effect to the Intercompany Loan Cleanup limitations in Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the Effective TimeClause 14. 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified by the Seller in accordance with the foregoing, in relation to the Services Agreement for the chief executive officer of Laureate Germany Holding GmbH the effective termination date of such person shall be postponed by six months from the Completion Date and the Purchaser shall procure that: (a) unless otherwise requested to do so by the Seller in writing, no Group Company will terminate such Services Agreement before the expiry of the period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall procure that the Group Companies shall, allow the Purchaser and its agents, upon reasonable notice: (a) access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Group; (b) reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request); and (c) reasonable access to the auditors of the Group involved in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request), in each case, to the extent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s Group (including, without limitation, in connection to audits of the Group Companies), (ii) the understanding by the Purchaser of the audit scope and activities carried out as part of any audit of the Group Companies, (iii) the raising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere with the management and conduct of any Group Company. 5.12 Prior to Completion, the Seller shall, and shall procure that the Group Companies and/or the relevant members of the Seller’s Group shall, to the extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following Completion. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of merger, demerger, absorption or other similar mechanism to Istituto Marangoni, and by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Laureate Italy and Istituto Marangoni shall be treated for the purposes of this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, Xxx X. Xxxxx no. 4/6 and provided in the Data Room is not executed on or prior to Completion without the prior written consent of the Purchaser. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.

PRE-COMPLETION. 5.1 The Seller undertakes to procure that between the Signing Date and Completion each Group Company provisions of Schedule 5 shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3apply. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completion: (a) each Group Company Nothing in this clause 5 or Schedule 5 shall manage its working capital in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Date; (b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake any of the actions set out in Schedule 10 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayed. 5.3 Subclauses 5.1 and 5.2 shall not operate so as to restrict or prevent the following (of which the Buyer will be notified as soon as reasonably practicable so far as it is lawful for the Seller to do so and would not cause any Group Company to breach any contract, law or restrict:regulation): (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation situation, with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; orthereof; (b) the completion or performance of any action required obligations undertaken pursuant to be undertakenany contract or arrangement entered into prior to the date of this Agreement (including the Reinsurance Contracts), provided that any such contract or not undertaken, arrangement has been disclosed to comply with applicable legal or regulatory requirements; orthe Buyer prior to the date of this Agreement; (c) the carrying out of any act or the undertaking of any matter expressly permitted by this agreement necessary (in the reasonable belief of the Seller or required the relevant Group Company) in order to give effect ensure continued compliance with Applicable Laws (including any Applicable Laws relating to and comply with this agreement; orprudential matters); (d) committing to any Regulatory Authority to carry out any act or undertake any matter undertaken requested or required by it and the carrying out of any act resulting from such commitment, provided that before any such commitment or undertaking is given, the Buyer is notified of the matter and if reasonably practicable afforded an opportunity to give effect to participate in relevant communications with the Intercompany Loan Cleanup in Italy prior to Regulatory Authority (unless the Completion Date; orRegulatory Authority does not permit such notification or participation); (e) the performance of any obligation under any Share Purchase Documents; (f) any matter undertaken at the written request or with the written consent of the Original Purchaser or the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action. 5.4 The Seller undertakes to notify in writing the Purchaser as soon as reasonably practicable if it becomes aware prior to Completion: (a) that any of the Seller’s Warranties was untrue or inaccurate in any material respect as of the Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other than: (a) as permitted by or required to give effect to the Intercompany Loan Cleanup in Italy (including the consideration that will be owing by Laureate Italy to Nuova Academia as a result of Nuova Academia taking over the contractual relationship relating to Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy)Buyer; or (bg) in relation to Trade Debts or the Continuing Arrangements, in the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completion. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount of such Claim) prior to the date on which the Merger is completed. The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings in respect of it have not been commenced within twelve months after the giving of notice of that Claim. 5.7 The Seller covenants to pay to the Purchaser, to the extent possible making by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any matter undertaken payment of Taxation to give effect a Tax Authority. 5.3 Without prejudice to the Intercompany Loan Cleanup in Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the Effective Time. 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchasergenerality of this clause 5, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified by the Seller in accordance with the foregoing, in relation to the Services Agreement for the chief executive officer of Laureate Germany Holding GmbH the effective termination date of such person shall be postponed by six months from the Completion Date and the Purchaser shall procure that: (a) unless otherwise requested to do so by the Seller in writing, no Group Company will terminate such Services Agreement before the expiry of the period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall use all its commercially reasonable endeavours to procure that the Group Companies shall, subject to Applicable Laws and any obligations they may have under existing agreements with third parties, allow the Purchaser Buyer and its agents, upon reasonable notice: (a) , reasonable access to, and to take copies of, the books, records records, and documents and reasonable access to individuals of or relating in whole or in part to the Group;, provided that the obligations of the Seller under this clause shall not extend to allowing access to information which is: (a) reasonably regarded by the Seller as confidential to the activities of the Seller’s Group; or (b) reasonable access to the directors and employees commercially sensitive information of the Group (who shall Companies if such information cannot be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request); and (c) reasonable access to the auditors of the Group involved in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request), in each case, to the extent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s Group (including, without limitation, in connection to audits of the Group Companies), (ii) the understanding by the Purchaser of the audit scope and activities carried out as part of any audit of the Group Companies, (iii) the raising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere shared with the management and conduct of any Group Company. 5.12 Prior to Completion, the Seller shall, and shall procure that the Group Companies and/or the relevant members of the Seller’s Group shall, to the extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following Completion. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of merger, demerger, absorption or other similar mechanism to Istituto Marangoni, and by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Laureate Italy and Istituto Marangoni shall be treated for the purposes of this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, Xxx X. Xxxxx no. 4/6 and provided in the Data Room is not executed on or Buyer prior to Completion without the prior written consent of the Purchaserin compliance with Applicable Laws. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.

PRE-COMPLETION. 5.1 The Seller undertakes to procure that between 8.1 In the Signing Date and Completion each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, period between the Signing Date and Completion, the Sellers shall ensure that: (a) each Group Company shall manage its working capital carries on the Business in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Datebusiness; (b) each Group Company shall maintain in place takes all insurance policies that such Group Company maintains as at reasonable steps to preserve and protect the Signing Date, in all material respects on assets and goodwill (including the same terms existing relationships with customers and suppliers) associated with a similar level of cover to that prevailing at the Signing DateBusiness and its operations; and (c) no each Group Company shall undertake any of files its tax returns on or before the actions set out respective due date and in Schedule 10 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayedline with past practice. 5.3 Subclauses 5.1 8.2 In the period between the Signing Date and 5.2 Completion, the Sellers shall not operate so as to prevent or restrict: (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the intention ofprocure that, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; or (b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or (c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or (d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or (e) any matter undertaken at the written request or except with the written consent of the Original Purchaser (which shall not be unreasonably withheld or delayed and shall in any event be deemed to be given if no response is received within five (5) Business Days of a written request by the PurchaserSellers), providedno Group Company shall: (a) dispose of or grant, create, allot, issue, redeem or repurchase any share or loan capital or right of pre-emption (voorkeursrecht) or other security or grant any option over or other right to subscribe for any share or loan capital (including shareholder loans or profit participation rights); (b) create any Encumbrance over its shares, revenues, or assets other than Encumbrances over assets arising in the ordinary course of business (such as liens and retention of title); (c) incur any capital expenditure that exceeds an amount of EUR100,000 except for any capital expenditure which is specified in the investment plan attached to this Agreement as Appendix 2 (Investment Plan); (d) borrow any money (other than as permitted under existing financing arrangements that have been disclosed in the Data Room) or grant any third party interest bearing debt (including making any amendments to such debt arrangements); (e) acquire or dispose of any business or other material assets, other than in the ordinary course of business; (f) change its accounting procedures, principles, practices, its articles of association or other constitutional documents or its internal allocation policies in relation to any fiscal unity for tax purposes and, in particular, amend its (tax) accounting policies or enter into any special tax arrangements, compromises, rulings or other arrangements with any tax authority which may materially affect the case tax position of any of the Group Companies; (g) enter into, terminate or materially amend any contract, agreement or commitment (i) which has an aggregate contract value in excess of EUR250,000 or (ii) which is likely to result in a material change in the nature or scope of the operations of the Business (or any modification of an existing contract or arrangement which would itself fall, or cause the contract or arrangement concerned to fall, within any of (i) and (ii)) or make any bid, tender, proposal or offer likely to lead to any such contract or arrangement; (h) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable; (i) institute or settle any litigation where it could result in a payment to or by, or a waiver of a claim by, a Group Company of EUR50,000 or more; (j) make any changes in the terms of employment (including pension fund commitments) of the directors and employees of any Group Company other than those required by law or pursuant to other existing binding obligations; (k) dismiss, employ or agree to employ any new persons fully or part time with an annual salary in excess of EUR75,000 (based on a full-time equivalent) other than if necessary for the replacement of current employees; (l) enter into any merger or demerger transaction or participate in any other type of corporate reconstruction, partnership or profit sharing arrangement; (m) enter into any agreement, including loan agreements, with any member of the Sellers’ Groups or of the Related Persons of the Sellers; or (n) agree to do anything as set out in paragraphs (a) to (c), that the Seller shall (im) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such actionclause 8.2. 5.4 8.3 The Seller undertakes to notify in writing the Purchaser as soon as reasonably practicable if it becomes aware prior to Completion: (a) that any of the Seller’s Warranties was untrue or inaccurate in any material respect as of the Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other thanSellers shall: (a) as permitted by or required to give effect procure that the Purchaser, its representatives and advisers, to the Intercompany Loan Cleanup in Italy extent legally permissible: (including i) are given reasonable access to the consideration books and records of such respective Group Companies at such times during normal business hours on any Business Day on reasonable notice to the Sellers, provided that will be owing by Laureate Italy to Nuova Academia as such access shall not unreasonably disturb or interfere with the normal operations of the Group Companies; and (ii) for purposes of purchase price accounting, can undertake a result of Nuova Academia taking over the contractual relationship relating to Loan IT001XB (fair value, as defined under accounting principles generally accepted in the document referred to in the definition US (US GAAP), valuation of all real and personal property of the Intercompany Loan Cleanup in Italy); orGroup Companies, including, but not limited to all land, buildings and equipment and are provided with the available information required for the valuation, given reasonable access to the facilities of the Group Companies and to those employees familiar with the equipment; (b) in relation to Trade Debts or provide the Continuing Arrangements, in Purchaser after the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member end of each calendar month with a copy of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each most recent management accounts for the Business, as defined in soon as practicable after the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completion. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount approval of such Claim) prior to the date on which the Merger is completed. The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings in respect of it have not been commenced within twelve months after the giving of notice of that Claim. 5.7 The Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the Effective Time. 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified management accounts by the Seller in accordance with the foregoing, in relation to the Services Agreement for the chief executive officer of Laureate Germany Holding GmbH the effective termination date of such person shall be postponed by six months from the Completion Date and the Purchaser shall procure that:management board; (ac) unless otherwise requested use all reasonable efforts to do so by the Seller in writing, no Group Company will terminate such Services Agreement before the expiry of the period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall procure that the Group Companies shalleffect the steps referred to in Schedule 14 (Pre-Completion Steps) before Completion, allow the Purchaser and its agents, upon reasonable notice: (a) access to, and provided that completion of such steps shall not be a condition to take copies of, the books, records and documents of or relating in whole or in part to the Group; (b) reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request)Completion; and (cd) reasonable access to the auditors of the Group involved in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance cooperate and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request), in each case, to the extent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s Group (including, without limitation, in connection to audits of the Group Companies), (ii) the understanding by the Purchaser of the audit scope and activities carried out as part of any audit of the Group Companies, (iii) the raising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere with the management and conduct of any Group Company. 5.12 Prior to Completion, the Seller shall, and shall procure that the Group Companies and/or cooperate with the relevant members of the Seller’s Group shall, to the extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following CompletionAgreed Audits. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of merger, demerger, absorption or other similar mechanism to Istituto Marangoni, and by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Laureate Italy and Istituto Marangoni shall be treated for the purposes of this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, Xxx X. Xxxxx no. 4/6 and provided in the Data Room is not executed on or prior to Completion without the prior written consent of the Purchaser. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.

PRE-COMPLETION. 5.1 The Seller undertakes to 6.1 Pending Completion, the Purchaser shall ensure and procure that between they and their subsidiaries and the Signing Date Vendors shall ensure and Completion procure that Alpha and its subsidiaries will comply with the following, except with the prior written consent of each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completionother: (a) each Group Company shall manage not do, allow or procure any act or omission which would constitute a breach of any of the Warranties if they were given on or at any time before Completion by reference to the facts and circumstances then existing; (b) no action is taken which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement; (c) carry on business in the normal course; (d) not do anything that is not in their ordinary course of business; (e) not reduce their share capital in any way or reclassify or alter the terms their issued securities; (f) not buy back any of their shares; (g) not announce, declare or pay any dividend or other distribution to their shareholders, other than pay dividends declared prior to the date of this agreement; (h) not issue any shares except pursuant to the conversion of any issued securities or exercise of options under an employee share option scheme; (i) not grant any options over their shares; (j) not alter the provisions of their Charter Documents; (k) not sell, transfer or dispose or otherwise jeopardize of the whole or any part of business, undertakings or assets otherwise than in the ordinary course of their business; (l) not, otherwise than in the ordinary course of their business and consistent with their past practice – (i) increase the remuneration of, or otherwise vary the terms of employment of any of their directors or employees; (ii) accelerate the rights of any directors or employees to compensation or benefits, except where such acceleration occurs automatically the terms of an existing agreement or scheme; (iii) pay any of their directors or employees a termination payment. (m) not lend any money outside the normal course of business, which will not include advances to their joint venture companies for on-going developments and investments; (n) borrow any money or give any debenture, mortgage, charge or other Encumbrance over any of its working capital assets or undertaking unless it is in the ordinary course of business consistent with and does not exceed the Group’s standard practices aggregate sum of USD1,000,000 (or its equivalent in the 12 month period prior to the Signing DateRinggit Malaysia); (bo) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Datenot enter into capital expenditure commitments, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake any of the actions set out in Schedule 10 without the prior written consent of the Original Purchaser hire purchase, leasing, rental or the Purchaser, such consent not to be unreasonably withheld conditional sale agreements or delayed. 5.3 Subclauses 5.1 and 5.2 shall not operate so as to prevent or restrict: (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; or (b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or (c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or (d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or (e) any matter undertaken at the written request or with the written consent of the Original Purchaser or the Purchaser, provided, arrangements unless it is in the case ordinary course of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action. 5.4 The Seller undertakes to notify in writing the Purchaser as soon as reasonably practicable if it becomes aware prior to Completion: (a) that any of the Seller’s Warranties was untrue or inaccurate in any material respect as of the Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other than: (a) as permitted by or required to give effect to the Intercompany Loan Cleanup in Italy (including the consideration that will be owing by Laureate Italy to Nuova Academia as a result of Nuova Academia taking over the contractual relationship relating to Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); or (b) in relation to Trade Debts or the Continuing Arrangements, in the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completion. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount of such Claim) prior to the date on which the Merger is completed. The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings in respect of it have not been commenced within twelve months after the giving of notice of that Claim. 5.7 The Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the Effective Time. 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified by the Seller in accordance with the foregoing, in relation to the Services Agreement for the chief executive officer of Laureate Germany Holding GmbH the effective termination date of such person shall be postponed by six months from the Completion Date and the Purchaser shall procure that: (a) unless otherwise requested to do so by the Seller in writing, no Group Company will terminate such Services Agreement before the expiry of the period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall procure that the Group Companies shall, allow the Purchaser and its agents, upon reasonable notice: (a) access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Groupbusiness; (bp) reasonable access to not enter into capital expenditure commitments, hire purchase, leasing, rental or conditional sale agreements or arrangements outside the directors and employees ordinary course of business that exceed the Group aggregate sum of USD1,000,000 (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably requestits equivalent in Ringgit Malaysia); and; (cq) reasonable access not enter into any agreement which is outside the ordinary course of its business or which is of an onerous nature; (r) not give any financial or other guarantees, securities or indemnities for any purpose other than to its subsidiaries in the auditors ordinary course of business; (s) not commence any litigation or compromise or settle any claim, dispute or other matter in which it is involved where the Group value involved exceeds USD1,000,000 (or its equivalent in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably requestRinggit Malaysia), in each case, but does not include any legal action taken to the extent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s Group (including, without limitation, in connection to audits of the Group Companies), (ii) the understanding defend against suits or legal actions taken brought by the Purchaser of the audit scope and activities carried out as part of any audit of the Group Companies, (iii) the raising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere with the management and conduct of any Group Companythird parties. 5.12 Prior to Completion, the Seller shall, and shall procure that the Group Companies and/or the relevant members of the Seller’s Group shall, to the extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following Completion. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of merger, demerger, absorption or other similar mechanism to Istituto Marangoni, and by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Laureate Italy and Istituto Marangoni shall be treated for the purposes of this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, Xxx X. Xxxxx no. 4/6 and provided in the Data Room is not executed on or prior to Completion without the prior written consent of the Purchaser. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.