Common use of Closing Actions Clause in Contracts

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ Spain: (a) Each of the Sellers and the Majority Purchaser shall provide to each other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) Each of the Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.

Closing Actions. At The Parties acknowledge and agree that it is a requirement for the Closingsale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, notwithstanding and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof: 3.2.1 The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller, acknowledges satisfaction of the First Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, (iii) the Seller transfers ownership and deliver the EVC Shares to the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (iv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”); 3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the other actions at Closing that may be contemplated in other provisions of this AgreementParties, as applicable, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ Spainitems: (ai) Each original public deed titles of ownership with respect to the EVC Shares to record in said titles the transfer of the Sellers and the Majority Purchaser shall provide to each other (and also EVC Shares to the Spanish public notaryBuyer; (ii) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) Each of the Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents.the termination of the Transaction Agreements; (diii) The Purchasers shall receive a certificate from issued by the Secretary secretary with the approval of the chairman of the Company (Secretario del Consejo) with their signatures duly notarized), certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by with reference to the Company’s bylaws have been complied with Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the EVC Shares, (B) that the EVC Shares are free from any Liens, and (C) that all requirements for the transfer of the ▇▇▇ Spain Interests.EVC Shares to the Buyers set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (eiv) Each the transfer of the Sellers EVC Shares shall exhibit to be recorded in the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove Company’s Registry Book of their respective ownership of the ▇▇▇ Spain Interests.Shareholders; (fv) Each of a General Shareholders’ meeting in the Sellers and Company shall be held with universal nature adopting, the Majority Purchaser shall grant the Spanish public transfer deed whereby following resolutions: (i) this Agreement shall be notarized; resignation of the current Board members of the Company, (ii) subject appointment of new management body; (vi) delivery by the Seller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company; (vii) delivery by the Buyers of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against them for any past action in their condition as director in relation to the simultaneous release and termination management of the Pledge, Company; and (viii) the ▇▇▇ Spain Interests Parties shall terminate the Transaction Documents and the cancellation of the Option rights over the shares of the Company shall be transferred to recorded in the Majority Purchaser; and (iii) acknowledgment Company’s Registry Book of receipt of its applicable portion of the Closing Cash Payment shall be grantedShareholders.

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken in the following sequence and in mutual interdependence from each other (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholderZug um Zug): (I) Closing actions in connection with ▇▇▇ Spain: (a) Each Seller shall present and deliver to Buyer the following documents: (i) certificates representing the Shares, duly endorsed in blank; (ii) the unanimous resolution of the Sellers Company’s board of directors consenting to the transfer of the Shares to Buyer and to the registration of Buyer as the sole shareholder of the Shares in the share register of the Company as of the Closing Date; (iii) the share register of the Company in which Buyer has been registered as holder of the Shares; (iv) an excerpt of the commercial register of the Canton of Zurich (or any equivalent official document) evidencing the signing authority of Seller’s signatories; (v) a resolution passed by Seller’s board of directors approving, and authorizing the execution, delivery and performance of this Agreement on behalf of Seller; (vi) the resignation letters as per the drafts attached hereto as Schedule 2.3(a)(vi) of the Persons listed therein (the “Resigning Directors”) as members of the board of directors of the Company, and a written confirmation, duly signed on behalf of Seller and the Majority Purchaser shall provide Company in form and substance satisfactory to each other (and also Buyer, to the Spanish public notaryeffect that all Closing Conditions have been fully satisfied or waived by Seller, with the relevant documentary evidence, all as set forth in Section 7; (vii) evidence reasonably satisfactory to the public deeds formalizing Buyer that the powers Building Transfer Condition has been met (as defined in Section 6.7(b)); and (viii) evidence reasonably satisfactory to the Buyer that the Dividend Filings pursuant to Section 6.3(b) have been duly made, including, but not limited to, copies of attorney that are sufficient to carry out all the actions at Closingfiled Forms 102 and 106 and the evidence of the mailing of same. (b) The Purchasers which are Spanish legal entities shall provide Following the shareholders’ resolutions approving the transaction actions by Seller set forth in the framework of this Agreementpreceding Subsection, especially for Buyer shall: (i) pay to Seller by wire transfer, to a bank account with a Swiss bank to be designated by Seller, the purpose of Article 160.fPurchase Price in U.S. Dollars; (ii) deliver to Seller documentary evidence of the Spanish Capital Corporations Act.completed wire transfer to Seller; (ciii) Each deliver to Seller an excerpt of the Sellers which are legal entities shall provide commercial register (or any equivalent official document) evidencing the signing authority of Buyer’s signatories; (iv) deliver to Seller a resolution passed by Buyer’s board of directors approving, and authorizing the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby execution, delivery and the execution performance of this Agreement and related documents.on behalf of Buyer; (dv) The Purchasers shall receive issue a certificate from written confirmation, duly signed on behalf of Buyer in form and substance satisfactory to Seller, to the Secretary of the Company (Secretario del Consejo) certifying effect that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws Closing Conditions have been complied fully satisfied or waived by Buyer, with for the transfer of the ▇▇▇ Spain Interestsrelevant documentary evidence, all as set forth in Section 8. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.

Closing Actions. At (a) On the ClosingClosing Date, notwithstanding each Seller, as applicable, shall deliver to Buyer: (i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the “▇▇▇▇ of Sale”), duly executed by such Seller, transferring the Assets other actions at than the Store Leases and the Assigned Subleases to Buyer; (ii) with respect to each Store Lease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and Assumption of Lease”), duly executed, and, if applicable, acknowledged by such Seller; (iii) with respect to each Assigned Sublease, an Assumption and Assignment Agreement substantially in the form of Exhibit B (each, an “Assignment and Assumption Agreement”) duly executed and, if applicable, acknowledged by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the adoption of resolutions of such entity approving the transactions contemplated hereby, and (C) the incumbency of the officers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing that Certificate; (vii) a statement (the “Closing Statement”) setting forth the Purchase Price, the Buyer Deposit, the calculation of the Adjustment Amount on a Store-by-Store basis (which amount may be a negative or a positive number) and other adjustments to the Purchase Price as contemplated in other provisions of by this Agreement, with reasonable supporting details, duly executed by the following actions Sellers; and (viii) such other documents, instruments or certificates as contemplated to be delivered by Sellers, or as shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II reasonably requested by Buyer and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ Spain: (a) Each of the Sellers and the Majority Purchaser shall provide to each other (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closingits counsel. (b) The Purchasers which are Spanish legal entities On the Closing Date, Buyer shall provide deliver to Sellers: (i) the shareholders’ resolutions approving Purchase Price, less the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) amount of the Spanish Capital Corporations ActBuyer Deposit, by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and, if applicable, acknowledged by Buyer; and (iii) the Buyer’s Closing Certificate; and (iv) the Closing Statement, duly executed by Buyer. (c) Each of At the Closing, Buyer and Sellers which are legal entities shall provide deliver to Escrow Holder joint written instructions instructing the Purchasers a copy of their relevant corporate resolutions approving Escrow Holder to deliver the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set Buyer Deposit to Sellers by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the wire transfer of the ▇▇▇ Spain Interestsimmediately available funds to an account designated by Sellers. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.

Closing Actions. At the Closing, notwithstanding other actions at Closing The Parties acknowledge and agree that may be contemplated in other provisions of this Agreement, the following actions shall be taken (it is a requirement for the avoidance sale and purchase of doubtthe Sale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Section 3.2, each of HSBC Iand all documents to be executed or delivered hereunder, HSBC II are effectively completed and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): executed or delivered simultaneously (Ien unidad de acto) Closing actions in connection with ▇▇▇ Spainon the date hereof: (a) Each The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Sellers acknowledge reception at their entire satisfaction of the Purchase Price, and (iii) the Sellers transfer ownership and deliver the Sale Shares to the Buyer and the Majority Purchaser shall provide to each other Buyer, in turn, acquires and received the Sale Shares (and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing.“Public Deed”); (b) The Purchasers which are Spanish legal entities Parties shall provide grant before the shareholders’ resolutions approving Notary a public deed (escritura cero) regulating among other things the transaction effectiveness of the Transaction based on receipt of the funds as set out in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations ActFunds Flow Statement. (c) Each The Sellers shall sign and deliver, or cause to be delivered, to the Buyer the following items: (i) original public deed titles of ownership of each Seller with respect to the Sale Shares owned by each Seller for the Notary to record in said titles the transfer of the Sellers which are legal entities shall provide Sale Shares to the Purchasers a copy Buyer; (ii) powers of their relevant corporate resolutions approving the transactions contemplated hereby and attorney sufficient for the execution of this Agreement and related documentsany other Ancillary Agreement; (iii) a certificate of one of the Joint and Several Directors of the Company (with his signature duly notarized), in form and substance reasonably satisfactory to the Buyer and for its inclusion in the Public Deed, certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the Sale Shares, (B) that the Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with; (iv) a certificate signed by one of the Joint and Several Directors of the Company in connection with the resolutions of the general shareholders meeting of the Company held by the Sellers prior to the execution of this Agreement whereby, among other matters, the Sellers and the Company renounced and waived any preemption rights in relation to the transfer of the Sale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement; (v) adequate evidence of the termination of the Existing Shareholders Agreement signed by each of the Sellers; (vi) the transfer of the Sale Shares shall be recorded in the Company’s Registry Book of Shareholders; and (vii) an executed copy of the Trademark License Agreement. (d) The Purchasers Buyer shall receive a certificate from the Secretary deliver, or cause to be delivered, to each of the Company Sellers the Purchase Price (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied in accordance with for the transfer Section 2.2.(a)), and, upon receipt thereof, each Seller shall give acknowledgement of receipt of the ▇▇▇ Spain InterestsPurchase Price (carta de pago) in the Public Deed, to the satisfaction of the Buyer. (e) Each The Sellers Representative shall deliver to the Buyer, who shall countersign, a duly executed funds flow statement, which shall set forth the payment of the Sellers shall exhibit to Purchase Price at Closing in accordance with the Majority Purchaser provisions of Section 2.2 and the settlements in accordance with Section 2.3 hereof (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests“Funds Flow Statement”). (f) Each of the The Sellers and the Majority Purchaser Buyer shall execute the Put and Call Agreement and shall grant before the Spanish Notary a public transfer deed whereby pursuant to which the Put and Call Agreement is notarized (elevación a público). The Put and Call rights over the Sellers’ Shares shall be recorded in the Company’s Registry Book of Shareholders (g) The Sellers, the Buyer and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público). (i) this Agreement Each Non-Compete Party (other than Entravision Communications Corporation), on the one hand, and the Buyer, on the other hand, shall be notarized; execute a non-competition agreement in the form mutually agreed to by the applicable parties, and (ii)Entravision Communications Corporation, on the one hand, and the Company, on the other hand, shall execute a non-competition agreement in the form mutually agreed to by the applicable parties (collectively, the “Non-Competition Agreements”). (i) The Sellers shall ensure a true, correct and complete copy of the Virtual Data Room and all documentation contained therein as of October 9, 2020 is delivered to Buyer at Closing. (j) The Sellers shall deliver written resignations of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Delgado and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Prat ▇▇▇▇▇▇ (the “Outgoing Directors”), and any other director of any of the Group Companies who are not to remain as director of the Group Companies, effective as of the date thereof, pursuant to which said Persons resign from their position as Joint and Several Directors of the Company and declare that they have no right to claim and/or indemnity vis-à-vis the Company as a result of having been directors thereof. (k) The Sellers and the Buyer, as shareholders of the Company, shall hold a Universal Shareholders Meeting of the Company approving, among others (i) the acceptance of the resignation of the Outgoing Directors, (ii) subject to a resolution whereby the simultaneous release management and termination representation structure of the PledgeCompany is changed to be entrusted to a Board of Directors formed by five (5) members, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment the appointment of receipt two directors designated by the Sellers and three directors designated by the Buyer. (l) The Sellers and the Buyer shall cause the Company to hold a Board of its applicable portion Directors’ Meeting, approving, among others, (i) the appointment of Chairman and of the Closing Cash Payment Secretary of the Board; and (ii) the revocation and granting of powers of attorney. (m) The Sellers and the Buyer shall be grantedcause the Company to grant before the Notary certain public deeds pursuant to which the Company notarizes the resolutions approved by the Universal Shareholders Meeting and the Board of Directors.

Closing Actions. At (a) On the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubtDate, each of HSBC ISeller, HSBC II and IFC as applicable, shall only take such action and deliver such documents as are applicable to each such entity as Buyer: (i) a ▇▇▇▇ Spain shareholder): of sale in the form of Exhibit A hereto (I) Closing actions in connection with the “▇▇▇▇ Spain:of Sale”), duly executed by such Seller, transferring the tangible personal property included in the Assets to Buyer; (aii) Each an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption Agreement”), duly executed by such Seller, effecting the assignment to and assumption by Buyer of the Sellers Assets and the Majority Purchaser shall provide Assumed Liabilities; (iii) with respect to each other Store Lease and Assigned Sublease, an Assignment and Assumption of Lease substantially in the form of Exhibit C (each, an “Assignment and also Assumption of Lease”), duly executed, and if applicable acknowledged, by such Seller; (iv) a certificate pursuant to Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to Buyer, that such Seller is not a foreign person within the Spanish public notarymeaning of Section 1445 of the Internal Revenue Code of 1986, as amended, duly executed by such Seller; (v) a certificate of the secretary of such Seller certifying to (A) such entity’s certificate of formation and limited liability company agreement (or similar governing documents), (B) the public deeds formalizing adoption of resolutions of such entity approving the powers transactions contemplated hereby, and (C) the incumbency of attorney that are sufficient to carry out all the actions at Closingofficers signing this Agreement and other Transaction Documents on behalf of such entity (together with their specimen signatures); (vi) the Sellers’ Closing Certificate; (vii) such other documents, instruments or certificates as shall be reasonably requested by Buyer and its counsel. (b) The Purchasers which are Spanish legal entities On the Closing Date, Buyer shall provide deliver to Sellers: (i) the shareholders’ Closing Cash Consideration by wire transfer of immediately available funds to the account(s) specified in writing by Sellers; (ii) each ▇▇▇▇ of Sale, each Assignment and Assumption Agreement and each Assignment and Assumption of Lease, each duly executed, and if applicable acknowledged, by Buyer; (iii) a certificate of the secretary of Buyer certifying to (A) Buyer’s certificate of incorporation and bylaws (or similar governing documents), (B) the adoption of resolutions of Buyer approving the transaction in transactions contemplated hereby, and (C) the framework of this Agreement, especially for the purpose of Article 160.f) incumbency of the Spanish Capital Corporations Actofficers signing this Agreement and other Transaction Documents on behalf of Buyer (together with their specimen signatures); (iv) the Buyer’s Closing Certificate; and (v) such other documents, instruments or certificates as shall be reasonably requested by Sellers and their counsel. (c) Each of At the Closing, Buyer and Sellers which are legal entities shall provide deliver to Escrow Holder joint written instructions instructing the Purchasers a copy of their relevant corporate resolutions approving Escrow Holder to deliver the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set Buyer Deposit to Sellers by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the wire transfer of the ▇▇▇ Spain Interestsimmediately available funds to an account designated by Sellers. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.

Closing Actions. At 7.2.1 On the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ SpainDate: (a) Each of the Sellers and the Majority Purchaser Parties shall provide to each other duly execute: (and also to the Spanish public notaryi) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closing.Handover Report; (b) The Purchasers the Seller shall: (i) deliver to the Buyer the written resignations in the agreed form attached hereto as Schedule 11 of all members of the board of directors of the Company, together with a statement whereby they declare to have nothing to receive from the Company; (ii) deliver to the Buyer the written resignations in the agreed form attached hereto as Schedule 12 of all members (effective and alternate) of the board of auditors (collegio sindacale) of the Company, together with a statement whereby they declare to have nothing to receive from the Company; (iii) deliver to the Buyer the share certificate no. 5 in its original form attached hereto as a copy as Schedule 13, without any annotation of pledges, liens, encumbrances and /or any Security Interests; (iv) cause the extraordinary shareholders’ meetings of the Company to validly resolve upon: (a) the acknowledgement of the resignations of the board of directors, (b) the acknowledgement of the resignations, if any, of the board of auditors, (c) the appointment of new members of the board of directors and statutory auditors of the Company - in lieu of those ceased from their respective office; (d) the waiver of any right or action vis-à-vis the resigned directors and statutory auditors, except in case of gross negligence (colpa grave) or willful misconduct (dolo), and (e) the transfer of the registered seat of the Company from ▇▇▇▇▇▇▇▇▇ in Colle (Bari) to the current local branch in Qualiano (Naples); (v) execute any document and/or carry out any action which are Spanish legal entities shall provide is necessary under Applicable Law to perfect the transfer of the Shares from the Seller to the Buyer and vest under Applicable Law in the Buyer title to the Shares (including executing with the Notary Public the endorsement (girata) of the share certificates representing the Shares in favour of the Buyer as per Article 2355, paragraph 3, of the Civil Code, and properly registering the Buyer in the shareholders’ resolutions approving ledger of the transaction Company as owner of the Shares); (vi) execute the Supply Agreement in the framework of this Agreementagreed form attached hereto as Schedule 3, especially for the purpose of Article 160.fTransitional Service Agreement in the agreed form attached hereto as Schedule 4 and the Consignment Agreement in the agreed form attached as Schedule 14; (vii) deliver to the Buyer a written confirmation that, as of the Spanish Capital Corporations Act.Closing Date, the Seller’s Warranties are true accurate and not misleading; (c) Each of the Sellers which are legal entities shall provide Buyer shall: (i) pay to the Purchasers a copy of their relevant corporate resolutions approving Seller by wire transfer in immediately available funds to the Seller’s Account, without any set-off, exception, counterclaim, deduction, reduction, adjustment, amendment or revision, the Closing Payment plus the Works Expense; (ii) pay or cause to be paid to the appropriate Persons and in the appropriate manner, any stamp, transfer, notarial or similar Taxes, duties, fees, costs, charges and expenses however due for the transactions contemplated hereby and the execution of by this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for including the transfer of the ▇▇▇ Spain Interests.Shares); (eiii) Each procure that the newly appointed directors and statutory auditors of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) Company accept their respective legal titles offices immediately after their appointment during the meeting as per clause 7.2.1 (escriturasb)(i) above and file the relevant forms and documents with the competent Companies’ Registers; (iv) deliver to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership each resigning member of the ▇▇▇ Spain Interests.board of directors and of the board of statutory auditors of the Company a letter in the agreed form attached hereto as Schedule 15; (fv) Each of procure that the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby Company will sign: (i) this the Supply Agreement shall be notarizedin the agreed form attached hereto as Schedule 3; (ii) subject to the simultaneous release and termination of Transitional Service Agreement in the Pledgeagreed form attached hereto as Schedule 4, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment the Consignment Agreement in the agreed form attached as Schedule 14; (vi) deliver to the Seller the Vita Parent Company Guarantee. In order to allow the delivery of the Vita Parent Company Guarantee to the Seller, the Seller shall procure that a duly authorized representative of the Seller shall attend the Closing in order to receive such guarantee and release the relevant receipt of its applicable portion of the Closing Cash Payment shall be grantedacceptance.

Closing Actions. (a) At the Closing, notwithstanding other actions at Closing that may the Buyers shall deliver or cause to be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, delivered each of HSBC I, HSBC II and IFC shall only take the following: (i) the payments referred to in Sections 2.5(a)—2.5(c) to be delivered to the Persons specified in such action and deliver such documents as are applicable sections; (ii) the Equity Consideration Shares to be delivered to each such entity Equity Consideration Asset Seller as provided in Section 2.5(d); (iii) a ▇▇▇▇ Spain shareholder): of sale, assignment of contracts and general assignment and assumption of Liabilities agreement between the Asset Sellers and the Asset Buyers, in substantially the form attached hereto as Exhibit D (I) Closing actions in connection with the “▇▇▇▇ Spain:of Sale”), duly executed by the Asset Buyers; (aiv) Each a transition services agreement, in substantially the form attached hereto as Exhibit E (the “TSA”), duly executed by ▇▇▇▇ Health; (v) executed counterparts of each Ancillary Agreement to which any Buyer or any of their respective Affiliates is a party, including executed counterparts of each Employment Agreement to be delivered to Sellers’ Representative; and (vi) to Sellers’ Representative a certificate, dated as of the Sellers Closing Date and executed on behalf of each Buyer by its President or Chief Executive Officer, certifying the resolutions of the Board of Directors or Manager(s) of such Buyer and its stockholder(s) or member(s) approving, in accordance with such Buyer’s organizational documents and applicable Law, this Agreement and the Majority Purchaser shall provide Ancillary Agreements to each other (which such Buyer is a party and also to the Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient to carry out all the actions at Closingtransactions contemplated hereby and thereby. (b) The Purchasers which At the Closing, Sellers shall deliver or cause to be delivered to Buyers each of the following: (i) all minute books and stock books, if any, of University Pharmacy in its possession, if not already located on the premises of University Pharmacy; (ii) a certificate or certificates representing the Pharmacy Securities, if any are Spanish legal entities shall provide issued, accompanied by a duly executed share transfer deed for the shareholders’ resolutions approving transfer to ▇▇▇▇ Pharmacy of the transaction Pharmacy Securities, in form and substance satisfactory to ▇▇▇▇ Pharmacy; provided, that in the framework event the certificate or certificates representing the Pharmacy Securities have been lost, stolen or destroyed, the Pharmacy Seller shall deliver in lieu of this Agreementan affidavit of loss with respect to such certificate(s), especially together with a customary indemnification, in form satisfactory to ▇▇▇▇ Pharmacy; (iii) an executed resignation letter, effective as of the Closing, for each director and officer of University Pharmacy, unless otherwise instructed in writing by Buyers prior to the purpose Closing (solely with respect to such offices and directorships, and not with respect to employment); (iv) an IRS Form W-9 validly executed by each Seller within 30 days of Article 160.fthe Closing Date; (v) at least one (1) Business Day prior to the Closing (with substantially final drafts thereof to be delivered at least three (3) Business Days prior to the Closing) fully-executed customary payoff and release letters (the “Payoff Letters”) in form and substance reasonably acceptable to Buyers from holders of Indebtedness pursuant to clauses (a)—(e), (n), (p) or (q) of the Spanish Capital Corporations Act.definition of Indebtedness or as otherwise set forth on Schedule 2.4(b)(vii); (cvi) Each of the Sellers which are legal entities shall provide to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) an executed counterpart to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferredof Sale, as prove duly executed by each of the Asset Sellers; (vii) an executed counterpart to the TSA, duly executed by each of the Asset Sellers; (viii) executed counterparts of each Ancillary Agreement to which any Company, any Seller, any Beneficial Owner or any of their respective ownership Affiliates is a party, including executed counterparts of each Lock-Up Agreement (executed by each respective Equity Consideration Owner) and each Employment Agreement (executed by the respective employee); (ix) each of the ▇▇▇ Spain Interests.amendments to the Contracts listed on Schedule 2.4(b)(xi), which shall have been obtained and not repudiated, in full force and effect and in form and reasonably substance reasonably satisfactory to Buyers; and (fx) Each each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination terminations of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion Contracts with Affiliates of the Closing Cash Payment Companies listed on Schedule 2.4(b)(xii), which shall be grantedhave been obtained, not repudiated, in full force and effect and in form and substance reasonably satisfactory to Buyers.

Closing Actions. At On the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇ SpainDate: (a) Each each of the Sellers shall transfer title to their respective Shares to the Purchaser, through the delivery to the Purchaser of the duly executed share transfer forms (ordres de mouvement) in respect of all of its Shares; and the Majority Purchaser Company shall provide to each other (and also deliver to the Spanish public notaryPurchaser: (i) the public deeds formalizing Shares through inscription of the powers sale of attorney such Shares in the Company’s up-to-date share transfer register (registre des mouvements de titres) and up-to-date shareholders’ individual accounts (comptes individuels d’actionnaires), which will vest in the Purchaser good and marketable legal and beneficial ownership of such Shares; (ii) evidence of the exercise of the Options that are sufficient have been exercised; (iii) duly executed copies of the consents of the beneficiaries of Free Shares to carry out the cancellation of their Free Shares; (iv) duly executed copies of the consents of the beneficiaries of the outstanding Options to the cancellation of their outstanding unexercised Options; (v) a copy of the Escrow Agreement, duly executed by the Sellers’ Representative; (vi) certified copies of the resolutions duly adopted by the Company’s Board of Directors and by the Company’s shareholders acknowledging the exercise of the Options, the cancellation of the Free Shares and the cancellation of outstanding unexercised Options together with corresponding board reports required under applicable French Laws; (vii) certified copies of the resolutions duly adopted by the Company’s Board of Directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (viii) a duly executed certificate, in form and substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that Bi-▇▇▇ Inc. is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; (ix) duly executed separation and release agreements, in a form reasonably acceptable to the Purchaser, by and between Bi-▇▇▇ Inc. and each of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇; and (iii) ▇▇▇▇▇ ▇▇▇▇▇; (x) resignation letters, effective as of the Closing, in a form reasonably acceptable to the Purchaser, from and duly executed by all of the actions directors of the Company and the following officers and/or employees of the Group Companies: (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇; (B) ▇▇▇▇▇▇ ▇▇▇▇▇; and (C) ▇▇▇▇▇ ▇▇▇▇▇; (xi) evidence of the Company’s statutory auditors’ agreement to participate in the Company’s meeting convened on short notice by the relevant corporate bodies of the Company on the Closing Date; (xii) written waivers from the required employees of the Company of their right to make an offer to acquire the Company in accordance with the ▇▇▇▇▇ Law; (xiii) two (2) duly signed CERFA forms number 2759 in respect of each Seller’s Shares; and (xiv) certified copies of resolutions duly adopted by the Board of Directors of Bi-▇▇▇ Inc. terminating its participation in the ADP TotalSource Retirement Savings Plan, effective at least one day prior to the Closing Date but contingent on the occurrence of the Closing. (b) The Purchasers which are Spanish legal entities Purchaser shall make the payments referred to in Section 2.05(a) and provide evidence thereof to the shareholders’ Company, sign the CERFA forms delivered by the Sellers pursuant to Section 3.02(a)(xiii) and the Purchaser shall deliver to the Company: (i) certified copies of the resolutions approving duly adopted by the transaction in Purchaser’s Board of Directors authorizing the framework execution, delivery and performance of this Agreement and any other transactions contemplated by this Agreement; (ii) a copy of the Escrow Agreement, especially for duly executed by the purpose Purchaser; and (iii) a certificate of Article 160.f) insurance or other written evidence of in-force coverage effective as of the Spanish Capital Corporations ActClosing under the RWI Policy together with evidence of payment of the premium therefor. (c) Each of Notwithstanding anything in this Agreement to the contrary, the Purchaser is permitted to deduct and withhold amounts from any payment made by the Purchaser to the Payments Administrator for further distribution to the Sellers which are legal entities under this Agreement as required under applicable Law; provided that, if the Purchaser intends to withhold any such amounts from any such payment, the Purchaser shall promptly notify the Sellers’ Representative of such intention and shall use commercially reasonable efforts to provide such notice at least thirty (30) days prior to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying expected payment date; provided, further, that the ▇▇▇ Spain Interests are freely transferable Purchaser shall reasonably cooperate with the Sellers’ Representative to reduce the amount of withholding Taxes imposed on the payment of any such payment, including by executing and have no encumbrances filing any forms or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with certificates reasonably required to claim an available reduced rate of, or exemption from, withholding Taxes; provided, further, that, for the transfer avoidance of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby (i) this Agreement shall be notarized; (ii) subject to the simultaneous release and termination of the Pledgedoubt, the ▇▇▇ Spain Interests shall be transferred Purchaser is not permitted to deduct and withhold amounts from any payments to or for the Majority Purchaser; and (iii) acknowledgment account of receipt Aquiline or any of its applicable portion of the Closing Cash Payment shall be grantedAffiliates.

Closing Actions. At the Closing, notwithstanding other actions at Closing that may be contemplated in other provisions of this Agreement, the following actions shall be taken (for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a ▇▇▇ Spain shareholder):taken (I) Closing actions in connection with ▇▇▇ Spainthe Company: (a) Each of The Seller, the Sellers Purchaser, the Guarantor and the Majority Purchaser shall provide Ultimate Owners, have provided to each other (and also to the Notary the relevant documents granting and evidencing sufficient signing authority and capacity under Spanish public notary) the public deeds formalizing the powers of attorney that are sufficient Law to carry out all the actions at Closing. (b) The Purchasers which are Spanish legal entities shall provide the shareholders’ resolutions approving the transaction in the framework of this Agreement, especially for the purpose of Article 160.f) of the Spanish Capital Corporations Act. (c) Each of the Sellers which are legal entities shall provide Purchaser has provided to the Purchasers Seller a copy of their its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, in particular but not limited to, for the purpose of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (c) The Seller has provided to the Purchaser a copy of its relevant corporate resolutions approving the transactions contemplated hereby and the execution of this Agreement and related documents, in particular but not limited to, for the purposes of Article 160.f) of the Spanish Capital Corporations Act (Ley de Sociedades de Capital). (d) The Purchasers shall receive Purchaser has received a certificate from the Secretary joint directors of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Company Interests are freely transferable and have no encumbrances or charges or any other Liens and all the requirements set by the Spanish Capital Corporations Act applicable Law and by the Company’s bylaws have been complied with for the sale and transfer of the ▇▇▇ Spain Company Interests. (e) Each of the Sellers shall exhibit The Seller has exhibited to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escriturastítulos de propiedad) to the ▇▇▇ Spain Company Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective its ownership of the ▇▇▇ Spain Company Interests. (f) Each The Parties have instructed the Notary to record the transfer of the Sellers Seller’s legal titles representing 100% of the shares in the Company Interests in favor of the Purchaser. (g) The Seller, the Purchaser, the Guarantor and the Majority Purchaser shall grant Ultimate Owners have executed in the presence of the Notary (i) this Agreement and any other Transaction Document; (ii) the Spanish public transfer deed whereby (ix) this Agreement shall be notarized; is notarized (ii) subject to the simultaneous release and termination of the Pledge, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and (iii) acknowledgment of receipt of its applicable portion of the Closing Cash Payment shall be granted.elevado a público),

Closing Actions. (a) At the or prior to Closing, notwithstanding other actions at Closing that may be contemplated in other provisions upon the terms and subject to the conditions of this Agreement, and subject to the following actions simultaneous performance by Purchaser of its obligations pursuant to Section 6.3(b), Seller shall deliver (or cause to be taken delivered) to Purchaser, the following: (i) a copy of the PETRONAS Approval; (ii) two original share transfer forms for the avoidance of doubt, each of HSBC I, HSBC II and IFC shall only take such action and deliver such documents as are applicable to each such entity as a the ▇▇▇▇▇▇ Spain shareholder): (I) Closing actions in connection with ▇▇▇▇▇ SpainSale Shares and ▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form in favour of Purchaser duly executed by Seller; (iii) the existing share certificates relating to the Sale Shares; (iv) duly executed letters of resignation and deeds of release, in Agreed Form, with effect from Closing, of each existing director of each Sale Company; (v) a certified true copy of a secretary’s certificate of the resolutions passed by each Sale Company's directors approving each of the following, subject only to Closing: (aA) Each the registration of the Sellers transfer of the Sale Shares to Purchaser; (B) the cancellation of the existing share certificates relating to the Sale Shares and the Majority issuance of new share certificates in the name of Purchaser shall provide to each other evidencing ownership of the Sale Shares; (and also to the Spanish public notaryC) the public deeds formalizing resignations of each existing director of each Sale Company confirming that they have no claims against the powers relevant Sale Company for loss of attorney that are sufficient office, arrears of pay or otherwise howsoever and releasing them from all liabilities and the appointment of such directors, as may be duly notified by Purchaser to carry out all Seller at least ten (10) Business Days prior to Closing or such other period as may be agreed between Seller and Purchaser, as a director of such Sale Company; (D) the actions entry of Purchaser into the register of members of each of the Sale Companies; (E) the change of names of ▇▇▇▇▇▇ Sarawak and ▇▇▇▇▇▇ ▇▇▇▇▇ to such names as may be informed by Purchaser to Seller at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) effective as of Closing; and (F) the designation of the registered office or registered agent requested by Purchaser at least ten (10) Business Days prior to Closing (or such other period as may be agreed between Seller and Purchaser) as the registered office or registered agent of such Sale Company effective as of Closing; (vi) the certificate of incorporation, articles of association, registers of directors and members, and statutory and minute books of each Sale Company; and (vii) the Hard Disk. (b) The Purchasers which are Spanish legal entities shall provide At or prior to Closing, upon the shareholders’ resolutions approving terms and subject to the transaction in the framework conditions of this Agreement, especially and subject to the simultaneous performance by Seller of its obligations pursuant to Section 6.3(a), Purchaser shall deliver (or cause to be delivered) to Seller the following: (i) payment by Purchaser of the Closing Payment Amount in accordance with Section 4.3; and (ii) two original share transfer forms for the purpose of Article 160.f) of ▇▇▇▇▇▇ ▇▇▇▇▇ Sale Shares and the Spanish Capital Corporations Act▇▇▇▇▇▇ Sarawak Sale Shares in Agreed Form duly executed by Purchaser. (c) Each of the Sellers which are legal entities shall provide If Seller has failed to the Purchasers a copy of their relevant corporate resolutions approving the transactions contemplated hereby perform its obligations under Section 6.3(a), and/or Purchaser has failed to perform its obligations under Section 6.3(b), then (in addition to and the execution of without prejudice to all other rights or remedies available to each Party under or pursuant to this Agreement and related documentsthe right to claim damages for breach of this Agreement) Closing shall be deferred once for ten (10) Business Days. If upon the deferred date for Closing a Party does not comply with its obligations under Section 6.3(a) or 6.3(b) (as the case may be), the non-defaulting Party (which shall be Seller, in the case of a default by Purchaser, and Purchaser, in the case of a default by Seller) may terminate this Agreement by notice to the defaulting Party in accordance with Section 12.1 or elect to proceed to Closing to the extent practicable. Any election to proceed to Closing shall be without prejudice to any accrued rights and liabilities of the Parties and the rights of a Party to claim damages for breach of this Agreement. (d) The Purchasers shall receive a certificate from the Secretary of the Company (Secretario del Consejo) certifying that the ▇▇▇ Spain Interests are freely transferable and have no encumbrances or charges and all the requirements set by the Spanish Capital Corporations Act and by the Company’s bylaws have been complied with for the transfer of the ▇▇▇ Spain Interests. (e) Each of the Sellers shall exhibit to the Majority Purchaser (and also to the Spanish public notary as regards ▇▇▇ Spain) their respective legal titles (escrituras) to the ▇▇▇ Spain Interests and shall deliver their respective nominative titles (títulos nominativos) representing the ▇▇▇ Spain Interests being sold and transferred, as prove of their respective ownership of the ▇▇▇ Spain Interests. (f) Each of the Sellers and the Majority Purchaser shall grant the Spanish public transfer deed whereby cooperate with Seller to (i) this Agreement shall be notarized; provide notices of the sale and purchase of the Sale Shares in Agreed Form to PETRONAS and each of the Other Participants and (ii) subject use reasonable endeavours to ensure that all other pertinent Governmental Entities and counterparties to the simultaneous release Material Contracts and termination Material Agreements have been notified of the Pledgesale and purchase of the Sale Shares, the ▇▇▇ Spain Interests shall be transferred to the Majority Purchaser; and in each case, within five (iii5) acknowledgment of receipt of its applicable portion Business Days of the Closing Cash Payment shall be grantedDate.