Common use of Determination Procedure Clause in Contracts

Determination Procedure. 10.1 If, at the end of the Consultation Period, the Representatives have been unable to reach agreement on whether or not a CVR Event has occurred in relation to any CVRs or the Loan Note Principal Value or Ordinary Share Number with respect thereto (such matters which have not been agreed being the “Unresolved Matters”), either Representative may refer such matter to the Expert and the following procedure (the “Determination Procedure”) will be followed once the Expert has been appointed: (a) the CVR Representative and the Company Representative shall, on or before the third (3rd) Business Day falling after the date the Expert is appointed, send to the Expert their individual written assessments, relevant calculations and supporting documents in respect of the Unresolved Matters (the later of the date of such notices being received by the Expert being the “Determination Date”); and (b) promptly following, and in any event no later than fourteen (14) calendar days after the Determination Date, the Expert shall give notice in writing to each Representative and the Company of the Expert’s assessment of the Unresolved Matters, together with the reasons, workings or calculations demonstrating how such determination was derived; (c) if the Expert determines pursuant to the Determination Procedure that a CVR Event has occurred, the Expert shall notify the Company of its decision in writing promptly and the Company shall be obliged to elect to issue Loan Notes or Ordinary Shares to any of the CVR Holders in relation to any of the CVRs in accordance with the terms of this Instrument; and (d) if the Unresolved Matter subject to the Determination Procedure is the Loan Note Principal Value or Ordinary Share Number in respect of a CVR Event, the Expert shall select either the Loan Note Principal Value or Ordinary Share Number proposed by the CVR Representative or the Loan Note Principal Value or Ordinary Share Number proposed by the Company Representative and such Loan Note Principal Value or Ordinary Share Number as selected by the Expert shall be final and binding on the Company and the relevant CVR Holders and the Company shall be obliged to issue such Loan Notes or Ordinary Shares (as applicable) to CVR Holders in accordance with Condition 11 .

Determination Procedure. 10.1 IfIn case the Sellers fail to provide to the Purchaser all the Target Companies Incorporation Documents before 1 July 2022, the Final Generated Cash and the Final Purchase Price shall be determined in compliance with this Article 2.6. a) No later than ten (10) Business Days after the Closing Date, the Sellers’ Representative shall deliver to the Purchaser a certificate setting forth in reasonable details the Sellers final determination of the actual Cash Generated by the Commercial Activity at the Closing Date signed by the Sellers’ Representative, together with all necessary supporting documentation in respect thereto and its assessment of the Final Purchase Price and its allocation between the final purchase price of each Target Company Shares (the “Post-Closing Certificate”). b) The Post-Closing Certificate shall become final and binding on the 45th Business Day following delivery thereof, unless prior to the end of the Consultation Periodsuch period, the Representatives have been unable Purchaser delivers to reach agreement on whether or not the Sellers’ Representative written notice of its disagreement (a CVR Event has occurred in relation “Notice of Disagreement”) specifying the nature and amount of any dispute as to any CVRs or element as set forth in the Loan Note Principal Value or Ordinary Share Number with respect thereto (such matters which have not been agreed being Post-Closing Certificate. c) The actual Cash Generated by the “Unresolved Matters”), either Representative may refer such matter to Commercial Activity at the Expert and the following procedure Closing Date (the “Determination ProcedureFinal Generated Cash”) will shall be followed once the Expert has been appointedallocated : (ai) to the Monacair Activités Commerciales Shares final purchase price for an amount equal to the Final Generated Cash multiplied by the ratio of (x) the CVR Representative and Monacair Activités Commerciales Fixed Component over (y) the Company Representative shall, on or before the third (3rd) Business Day falling after the date the Expert is appointed, send to the Expert their individual written assessments, relevant calculations and supporting documents in respect of the Unresolved Matters Total Fixed Component (the later of the date of such notices being received by the Expert being the “Determination DateMonacair Activités Commerciales Final Generated Cash”); and (b) promptly following, and in any event no later than fourteen (14) calendar days after the Determination Date, the Expert shall give notice in writing to each Representative and the Company of the Expert’s assessment of the Unresolved Matters, together with the reasons, workings or calculations demonstrating how such determination was derived; (cii) to the Héli Sécurité Activités Commerciales Shares final purchase price for an amount equal to the Final Generated Cash multiplied by the ratio of (x) the Héli Sécurité Activités Commerciales Fixed Component over (y) the Total Fixed Component (the “Héli Sécurité Activités Commerciales Final Generated Cash”); (iii) to the Azur Activités Commerciales Shares final purchase price for an amount equal to the Final Generated Cash multiplied by the ratio of (x) the Azur Activités Commerciales Fixed Component over (y) the Total Fixed Component (the “Azur Activités Commerciales Final Generated Cash”). d) During the 40-Business Day period following delivery of a Notice of Disagreement by the Purchaser to the Sellers’ Representative, the Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the determination of the Final Generated Cash or of the Final Purchase Price or any of their elements. Any disputed elements resolved in writing between the Purchaser and the Sellers’ Representative within such 40-Business Day period shall be final and binding with respect to such elements, and if the Expert determines pursuant to Purchaser and the Determination Procedure that a CVR Event has occurredSellers’ Representative agree in writing on the resolution of each disputed elements specified by the Sellers’ Representative in the Notice of Disagreement and the amount of the Final Generated Cash, the Expert shall notify the Company of its decision in writing promptly and the Company shall be obliged to elect to issue Loan Notes or Ordinary Shares to any of the CVR Holders in relation to any of the CVRs in accordance with the terms of this Instrument; and (d) if the Unresolved Matter subject to the Determination Procedure is the Loan Note Principal Value or Ordinary Share Number in respect of a CVR Event, the Expert shall select either the Loan Note Principal Value or Ordinary Share Number proposed by the CVR Representative or the Loan Note Principal Value or Ordinary Share Number proposed by the Company Representative and such Loan Note Principal Value or Ordinary Share Number as selected by the Expert amount so determined shall be final and binding on the Company Parties for all purposes hereunder. If the Purchaser and the relevant CVR Holders Sellers’ Representative have not resolved all such differences by the end of such 40-Business Day period, the Purchaser and/or the Sellers’ Representative shall submit, in writing, to an internationally recognized independent accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each element of the Final Generated Cash remaining in dispute and the Company Independent Accounting Firm, acting as an expert pursuant to article 1592 of the French civil Code (Code civil), shall make a written determination as to each such disputed element and the amount of the Final Generated Cash and of the Final Purchase Price, which determination shall be obliged final and binding on the Parties for all purposes hereunder. The Independent Accounting Firm shall consider only those elements and amounts in the Sellers’ Representative and the Purchaser’s respective claims that are identified as being items and amounts to issue which the Sellers’ Representative and the Purchaser have been unable to agree. In resolving any disputed element, the Independent Accounting Firm may not assign a value to any element greater than the greatest value for such Loan Notes element claimed by either party or Ordinary Shares less than the smallest value for such item element by either party. The English language shall be used throughout the proceedings, including in all submissions by the Parties and in all reports, certificates or other written analysis specifically prepared in the context of the procedures contemplated by this Article 2. 6.1. The Independent Accounting Firm shall be agreed in writing by the Sellers’ Representative and the Purchaser. Failure of the Purchaser and the Sellers’ Representative to agree on an internationally recognized independent firm within ten (10) Business Days from delivery of a Notice of Disagreement by the Purchaser, shall allow the Purchaser or the Sellers’ Representative to ask the President of the Paris Commercial Court to appoint the Independent Accounting Firm among the internationally recognized accounting firms acting as applicablein summary proceedings (procédure accélérée au fond) to CVR Holders in accordance with Condition 11 article 481-1 of the French civil procedure Code (Code de procédure civile). The Sellers’ Representative and the Purchaser shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within (thirty) 30 Business Days following the submission thereof. The Independent Accounting Firm’s determination shall (in the absence of fraud (fraude) or manifest error (erreur manifeste)) be conclusive and binding upon all the Parties and their respective Affiliates and may not be disputed by them in any forum. e) The costs and expenses of any dispute resolution pursuant to this Article 2.6.1, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof shall be borne by the Sellers on the one hand and the Purchaser equally.