Common use of Pre-Closing Clause in Contracts

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

Pre-Closing. 1.3.1 Prior to Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Real Properties pursuant to the terms set out in this Part 4 of Schedule 2 3 and all other applicable terms of this Agreement. 1.3.2 Any dispute arising out of or connected with paragraph 1.3.1 of this Part 4 of Schedule 2 3 which is not resolved by agreement between the parties within nine months of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either the relevant Business Seller or the Purchaser may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the Sellers relevant Business Seller and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Sellerthe relevant Business Seller or the Purchaser; (iii) the Sellers relevant Business Seller and the Purchaser shall request that the Expert determines the referred dispute within ten 10 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers relevant Business Seller and the Purchaser or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Sellers relevant Business Seller and the Purchaser shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the Sellers relevant Business Seller and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne equally by the Sellers in equal sharesrelevant Business Seller and the Purchaser; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 of Part 4 of Schedule 3 applies to those Transferred Real Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 of Part 4 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller in relation to the Transferred Property in question or relevant Business Seller shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Real Property and shall, at all times, keep the Purchaser and the other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (iiib) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Real Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (ivc) if reasonably required by a the Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Real Property; and (vd) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each Seller party shall give written notice to each the other Seller party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(iii1.3.3(ii)(b) to (vd) of this Part 4 of this Schedule 23, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such the Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Leaseback Properties pursuant to the terms set out in this Part 4 9 of Schedule 2 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 9 of Schedule 2 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either Seller the relevant member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Sellerthe relevant member of the RBSG Group or the Purchaser; (iii) the Sellers relevant member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within ten 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Sellers relevant member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the Sellers members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 9 of Schedule 3 applies to those Transferred Leaseback Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 9 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Leaseback Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller in relation to Business Transferors or relevant member of the Transferred Property in question shall make an application for, RBSG Group and the Purchaser (at the cost and expense of the Business Transferors or the relevant member of the RBSG Group) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property Leaseback Properties and shall, shall at all times, times keep the Purchaser and the each other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall Business Transferors or the relevant member of the RBSG Group shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (iiib) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Leaseback Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Leaseback Properties or otherwise affecting the Leaseback Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (ivc) if reasonably required by a the Landlord, any superior landlord or any other relevant third partyperson, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety sureties acceptable to such person guarantees them guarantee the Purchaserrelevant member of the RBSG Group’s obligations under the Lease transfers in respect of the Leaseback Properties following the transfer of the relevant Transferred Leased PropertyLeaseback Properties; and (vd) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional pay, all costs, charges and other fees expenses of any Landlord, any superior landlord or other relevant person (including (without limitation) any Tax or disbursements in respect of such fees but excluding any Tax Taxes on the actual net income, profit or gains of the any Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givengiven and all payments shall be payable to the Purchaser not less than ten Business Days after the Purchaser gives the Business Transferors or the relevant member of the RBSG Group notice to that effect. 1.3.4 1.5.4 Each Seller party shall give written notice to each the other Seller party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to 1.5.5 Other than where required under the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) terms of this Part 4 of this Schedule 2any Lease, the Seller in relation Business Transferors shall not be obliged to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or security or incur any other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party financial liability in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior 5.1 The Obligations of the Sellers in Relation to Closingthe Conduct of the Business 5.1.1 it shall use its commercially reasonable efforts to preserve the value of the Sale Assets; 5.1.2 no Employee Benefits shall be materially increased, no other unusual or extraordinary bonus shall be paid, no terms of employment of any employee shall be amended and no employee shall be dismissed or additional employee hired, in each case without the Business Sellers and the Purchaser consent of NHI (such consent not to be unreasonably withheld); 5.1.3 other than for cause, it shall not dismiss or (save as provided in Schedule 5) give notice of termination of employment to any Nominated Employee or Selected Employee or amend (or agree (acting reasonablyto amend) the form terms of all documents on Property Agreed Terms necessary for the transfer employment (including annual compensation, bonus entitlement, benefit or other direct, indirect or deferred compensation or severance entitlement), duties or title of each of the any Transferred Properties Employee (including any Nominated Employee or Selected Employee), other than pursuant to the terms set out in this Part 4 of Schedule 2 and all other applicable terms of this Agreement., in each case without the consent of NHI (such consent not to be unreasonably withheld); 1.3.2 Any 5.1.4 no Sale Asset shall be sold or otherwise transferred, no security shall be granted over any Sale Asset and no Sale Asset shall be otherwise encumbered (to the extent it is not already so encumbered) (except by operation of law or pursuant to court order or any analogous event); 5.1.5 no material litigation or dispute arising out relating to any Sale Asset shall be commenced or settled by any of the Sellers; 5.1.6 the Purchasers shall be given such access as they shall reasonably require to the Transferred Sale Assets Records (subject to any restrictions imposed by data protection laws or other applicable law or regulation relating to data privacy or client confidentiality); 5.1.7 it shall not transfer to or re-locate to the Business any employee of the ▇▇▇▇▇▇ Brothers International Group that is not currently an employee of or connected seconded to the Business and, other than pursuant to a prior contractual commitment, not transfer or re-locate any Transferred Employee away from the Business; 5.1.8 it shall not assume voluntarily any liability that would be transferred with paragraph 1.3.1 the Sale Assets in connection with the Japan Completion and/or the General Completion by operation of law or otherwise (other than in the ordinary course of business); 5.1.9 not change the existing use, terminate, or give notice to terminate, any lease, tenancy, or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be) and shall not agree to a new rent or fee payable under a lease, tenancy or license in respect of the General Leasehold Premises or Japan Leasehold Premises (as the case may be); 5.1.10 it shall not take any action that is inconsistent with the provisions of this Part 4 Agreement, or that is or will constitute or cause a breach of Schedule 2 which is any undertaking under this Agreement; and 5.1.11 it shall not resolved agree to do anything prohibited by agreement between the parties within nine months of such dispute arising this Clause 5.1, provided that nothing shall be referred for and resolved by expert determination as follows: prevent: (i) either Seller may initiate an expert reference under this provision by proposing to the other Seller Sellers from managing the appointment solvency of an expert (any member of the “Expert”); ▇▇▇▇▇▇ Brothers International Group in accordance with their fiduciary, legal and regulatory duties; and (ii) the Expert shall either be Insolvency Officers from carrying out their duties under the nearest equivalent to a chartered surveyor insolvency laws in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), in each case jurisdictions and/or complying with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction chosen by agreement between the Sellers or, failing agreement within 14 days terms of the initiation of orders appointing the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Seller; (iii) the Sellers shall request that the Expert determines the referred dispute within ten days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers or, failing agreement within 7 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert respective Insolvency Officers and not as an arbitrator; (vi) the Sellers shall have the right to make representations and submissions to the Expert, but there will be no formal hearing; (vii) the Sellers shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ix) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 This paragraph 1.3.3 applies to those Transferred Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until the Property Longstop Date. If any Property Third Party Consents are required: (i) the Seller in relation to the Transferred Property in question shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property and shall, at all times, keep the Purchaser and the other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (iii) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (iv) if reasonably required by a Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Property; and (v) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givencourt order. 1.3.4 Each Seller shall give written notice to each other Seller as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) of this Part 4 of this Schedule 2, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to 1.5.1 The Purchaser and the Sellers shall, before Closing, the Business Sellers and the Purchaser shall agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Sellers’ Group Transfer Properties pursuant to the terms set out in this Part 4 of Schedule 2 8 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 of Schedule 2 8 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either Seller the Purchaser or the Sellers may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), Queens Counsel well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction law chosen by agreement between the Purchaser and the Sellers or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either the Purchaser or the Seller; (iii) the Purchaser and the Sellers shall request that the Expert determines determine the referred dispute within ten 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Purchaser and the Sellers or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Purchaser and the Sellers shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the Purchaser and the Sellers shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 applies to those Transferred Sellers’ Group Transfer Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Sellers’ Group Transfer Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller in relation to the Transferred Property in question shall make an application for, and shall use all reasonable endeavours to obtain each Property Third Party Consent as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property and shall, at all times, keep the Purchaser and the other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (iii) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (iv) if reasonably required by a Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Property; and (v) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each Seller shall give written notice to each other Seller as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) of this Part 4 of this Schedule 2, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Business Underletting Properties and the documentation of such rights as are reasonably required for their on-going use for the purposes of the Purchaser’s business pursuant to the terms set out in this Part 4 7 of Schedule 2 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 7 of Schedule 2 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either Seller the relevant member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Sellerthe relevant member of the RBSG Group or the Purchaser; (iii) the Sellers relevant member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within ten 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Sellers relevant member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the Sellers members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 7 of Schedule 3 applies to those Transferred Business Underletting Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 7 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Business Underletting Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller in relation to Business Transferors or relevant member of the Transferred Property in question shall make an application for, RBSG Group and the Purchaser (at the cost and expense of the Purchaser) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property Business Underletting Properties and shall, shall at all times, times keep the Purchaser and the each other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (iiib) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Business Underletting Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Business Underletting Properties or otherwise affecting the Business Underletting Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (ivc) if reasonably required by a Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Property; and (v) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax provide a rent deposit or disbursements procure that sureties acceptable to them guarantee the Purchaser’s obligations under the transfers in respect of such fees but excluding any Tax on the actual net income, profit or gains Business Underletting Properties following the transfer of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each Seller shall give written notice to each other Seller as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) of this Part 4 of this Schedule 2, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal toBusiness Underletting Properties Provided that: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the 1.5.1 The Business Sellers Transferors and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Business Assignment Properties pursuant to the terms set out in this Part 4 6 of Schedule 2 3 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 6 of Schedule 2 3 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either Seller the relevant member of the RBSG Group or the Purchaser may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the local (national) nearest equivalent to a chartered surveyor in In the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), ) well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate law in the relevant jurisdiction chosen by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Sellerthe relevant member of the RBSG Group or the Purchaser; (iii) the Sellers relevant member of the RBSG Group and the Purchaser shall request that the Expert determines determine the referred dispute within ten 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers relevant member of the RBSG Group and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Sellers relevant member of the RBSG Group and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the Sellers members of the RBSG Group and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 1.5.3 of Part 6 of Schedule 3 applies to those Transferred Business Assignment Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 1.5.3 of Part 6 of Schedule 3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Business Assignment Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller in relation to Business Transferors or relevant member of the Transferred Property in question shall make an application for, RBSG Group and the Purchaser (at the cost and expense of the Purchaser) shall use all reasonable endeavours before Closing to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property Business Assignment Properties and shall, at all times, keep the Purchaser and the each other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall shall: (a) supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consentparty; (iiib) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Business Assignment Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease in respect of the Business Assignment Properties or otherwise affecting the Business Assignment Properties as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (ivc) if reasonably required by a the Landlord, any superior landlord or any other relevant third partyperson, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety sureties acceptable to such person guarantees them guarantee the Purchaser’s obligations under the Lease Leases in respect of the Business Assignment Properties following the transfer of the relevant Transferred Leased PropertyBusiness Assignment Properties; and (vd) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional pay, all costs, charges and other fees expenses of any Landlord, any superior landlord or other relevant person (including (without limitation) any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are givengiven and all payments shall be payable to the relevant Business Transferor not less than ten Business Days after the relevant Business Transferor gives the Purchaser notice to that effect. 1.3.4 1.5.4 Each Seller party shall give written notice to each the other Seller party as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject 1.5.5 Other than where required under the terms of any Lease to the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) provide an authorised guarantee agreement in favour of this Part 4 of this Schedule 2a Landlord, the Seller in relation Business Transferor shall not be obliged to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or security or incur any other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party financial liability in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal to: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

Pre-Closing. 1.3.1 Prior to Closing, the Business 1.5.1 The Sellers and the Purchaser shall shall, before Closing, agree (acting reasonably) the form of all documents on Property Agreed Terms necessary for the transfer of each of the Transferred Group Transfer Properties pursuant to the terms set out in this Part 4 3 of Schedule 2 8 and all other applicable terms of this Agreement. 1.3.2 1.5.2 Any dispute arising out of or connected with paragraph 1.3.1 1.5.1 of this Part 4 3 of Schedule 2 8 which is not resolved by agreement between the parties within nine months 45 days of such dispute arising shall be referred for and resolved by expert determination as follows: (i) either Seller the Sellers or the Purchaser may initiate an expert reference under this provision by proposing to the other Seller party the appointment of an expert (the “Expert”); (ii) the Expert shall either be the nearest equivalent to a chartered surveyor in the relevant jurisdiction or (in relation to legal issues) a single QC (or equivalent), Queens Counsel well versed in each case with no less than 15 years’ post-qualification experience in commercial real estate in the relevant jurisdiction law chosen by agreement between the Sellers and the Purchaser or, failing agreement within 14 days of the initiation of the reference, by the President for the time being of the relevant professional body to which the Expert belongs (the “President”) on the application of either Sellerthe Sellers or the Purchaser; (iii) the Sellers and the Purchaser shall request that the Expert determines determine the referred dispute within ten 30 days of receiving the reference; (iv) if the Expert has been appointed but is unable or unwilling to complete the reference, another Expert shall be appointed by agreement between the Sellers and the Purchaser or, failing agreement within 7 14 days of the parties being notified that the Expert is unable or unwilling to complete the reference, by the President on the application of either party; (v) the Expert shall act as an expert and not as an arbitrator; (vi) the Sellers and the Purchaser shall have the right to make representations and submissions to the Expert, but there . There will be no formal hearing; (vii) each of the Sellers and the Purchaser shall make all relevant documents and information within their control available to the Expert; (viii) the costs of the Expert shall be borne by the Sellers in equal shares; and (ixviii) the decision of the Expert shall, in the absence of fraud or manifest error, be final and binding on the parties. 1.3.3 1.5.3 This paragraph 1.3.3 applies to those Transferred Group Transfer Properties in relation to which a Property Third Party Consent is required and if such Property Third Party Consent remains to be obtained as at the Closing Date this paragraph 1.3.3 shall continue to apply until the relevant Property Third Party Consent shall have been obtained or until this Agreement shall cease to apply to such Group Transfer Properties in accordance with the Property Longstop Dateterms of this Agreement. If any Property Third Party Consents are required: (i) the Seller in relation to Sellers (at the Transferred Property in question shall make an application for, cost and expense of the Purchaser) shall use all reasonable endeavours before the Property Long Stop Date to obtain each the Property Third Party Consent Consents as soon as reasonably practicable following the date of this Agreement for the transfer of the Transferred Property Group Transfer Properties (including, subject to paragraph 1.10.4, entering into any authorised guarantee agreement where properly required to do so under any Lease) and shall, at all times, keep the Purchaser and the other Seller informed of progress in obtaining such Property Third Party Consents; (ii) the Purchaser and each Seller shall supply such information and references as may reasonably be required by a Landlord, any superior landlord or other relevant third party in connection with a Property Third Party Consent; (iii) in respect of the period after Closing only, the Purchaser shall enter into such covenants for the payment of the rent in respect of the Transferred Leased Properties and for the observance and performance of the covenants and conditions on the part of the lessee contained in any Lease as may reasonably be required by the Landlord, any superior landlord or other relevant third party; (iv) if reasonably required by a Landlord, any superior landlord or any other relevant third party, the Purchaser shall provide a rent deposit or the Purchaser shall procure that a surety acceptable to such person guarantees the Purchaser’s obligations under the Lease following the transfer of the relevant Transferred Leased Property; and (v) the Purchaser shall be responsible for and undertake to pay, or procure the giving of undertakings to pay the professional and other fees of any Landlord, any superior landlord or other relevant person (including any Tax or disbursements in respect of such fees but excluding any Tax on the actual net income, profit or gains of the Landlord, any superior landlord or any other relevant person) properly in connection with any application for Property Third Party Consents, whether or not such Property Third Party Consents are given. 1.3.4 Each Seller shall give written notice to each other Seller as soon as reasonably practicable after obtaining any Property Third Party Consents which shall be accompanied by a copy of such consent. 1.3.5 Subject to the Purchaser complying with its obligations under paragraphs 1.3.3(iii) to (v) of this Part 4 of this Schedule 2, the Seller in relation to the Transferred Property in question shall pay, or shall procure that a member of the Seller’s Group pays, any moneys or provide or procure the giving of any guarantees or other security, in each case as may be lawfully required by a Landlord, superior landlord or other relevant third party in connection with the obtaining of the Property Third Party Consents, provided that the Purchaser shall indemnify and keep indemnified such Seller in an amount equal toshall: (i) any moneys required to be paid or procured to be paid by the Seller pursuant to this paragraph; and (ii) any Liabilities under any guarantees or other security given or procured by the Seller pursuant to this paragraph and arising out of, or in connection with, an act or omission on the part of the Purchaser.

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