Common use of PRE-COMPLETION Clause in Contracts

PRE-COMPLETION. 6.1 Each of the Management Sellers shall (so far as they are lawfully able) procure (through the exercise of the rights attached to their Sale Shares and where applicable as a director of a Group Company) that, pending Completion or the earlier termination of this Agreement in accordance with its terms, and the Company shall, and shall procure that each Group Company shall, comply with the Pre-Completion Undertakings as set out in Schedule 7. 6.2 Nothing in this Clause 5.16 or Schedule 7 shall operate so as to prevent or restrict: (a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of mitigating any adverse effect thereof and which is considered reasonable and proportionate given the prevailing circumstances at the relevant time (and of which the Buyer will be notified as soon as reasonably practicable, and to the extent reasonably practicable, the relevant Group Company shall consult with the Buyer in relation to the relevant matter where such matter would otherwise contravene Schedule 7); (b) any action required in accordance with any contract or arrangement entered into by any Group Company in the ordinary course on or after the date of this Agreement which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7; (c) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into: (i) prior to the date of this Agreement and which has been provided in the Data Room to the Buyer; or (ii) in the ordinary course on or after the date of this Agreement and which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7; (d) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Company and each relevant Group Company) in order to ensure compliance with Applicable Laws (including any Applicable Laws relating to prudential matters and other requirements of a Regulatory Authority); (e) the Managing Agent taking any action (or refraining from taking any action) to the extent necessary (in its reasonable belief) to comply with its legal or contractual obligations to the members of the Syndicates; (f) a Group Company from committing to any Regulatory Authority to carry out any act or undertake any matter required or reasonably (in the opinion of the relevant Group Company) requested by that Regulatory Authority and the carrying out of any act or undertaking of any matter required pursuant to such commitment; (g) the performance of any obligation under any Share Purchase Documents; (h) any matter undertaken at the written request or with the written consent (such consent not to be unreasonably conditioned, withheld or delayed) of the Buyer; (i) the incurrence or making of Permitted Leakage Payments; (j) any action taken by the Managing Agent, the Company or ABL (and to the extent relevant APL 16) in connection with the finalisation of the syndicate lists for the Syndicates and the related financing (including reinsurance) for the 2026 Year of Account (with the Company and ABL providing updates and taking into account reasonable observations of the Buyer, to the extent permitted by Applicable Law and the Managing Agent’s conflicts policy); or (k) the making by a Group Company of any payment of or in respect of Taxation in the ordinary course which is or which before Completion becomes due to a Taxation Authority. 6.3 The Company shall comply with the obligations set out in Part B of Schedule 7 between the date of this Agreement and Completion. 6.4 The Buyer shall: (a) deposit the funds necessary to satisfy the Cash Consideration payable pursuant to this Agreement in the account of the Paying Agent in accordance with the terms of the Paying Agent Agreement in order to enable Completion to occur on 1 January (if the last in time of the Conditions is satisfied by 5pm on 24 December 2025) or otherwise within three (3) Business Days of satisfaction of the last in time of the Conditions, to enable Completion to occur in accordance with Clause 7.1(b); (b) liaise with all Management Sellers (once the necessary contact details have been provided by the Company, and the Buyer shall liaise with the Company as to what is required in this respect) as to the means of opening a book-entry account with the Buyer’s transfer agent and the information required in connection therewith, including customary Know-Your-Customer requirements, and will do so in good time ahead of Completion, and intends to commence this process within 15 Business Days of the date of this Agreement (and shall do so in any event before 30 November 2025); and (c) should any technical, AML / KYC and/or other compliance issues arise regarding the Buyer’s transfer agent’s ability to open a book-entry account in the name of any Management Seller, the Buyer, the Company and that Management Seller shall cooperate and act reasonably and in good faith to find an appropriate solution in order to enable that Seller to receive its Share Consideration Allocation. 6.5 The Sellers, the Buyer and the Company shall, acting reasonably and in good faith, agree and enter into the final Paying Agent Agreement promptly following the date of this Agreement. If the Paying Agent Agreement has not been entered into between the Sellers and the Buyer before Completion, the Buyer reserves the right to satisfy the Cash Consideration by way of direct payment of each Seller’s Cash Consideration Allocation to an account to be notified to it by that Seller, and in such case the Buyer’s obligation under Schedule 4, Part B, paragraph 2 shall be deemed amended as necessary (including for the purposes of Clause 7.3).

PRE-COMPLETION. 6.1 Each of the Management Sellers shall (so far as they are lawfully able) procure (through the exercise of the rights attached to their Sale Shares and where applicable as a director of a Group Company) that, pending Completion or the earlier termination of this Agreement in accordance with its terms, and the Company shall, and shall procure that each Group Company shall, comply with the Pre-Completion Undertakings as set out in Part A of Schedule 76. 6.2 Nothing in this Clause 5.16 6 or Schedule 7 6 shall operate so as to prevent or restrict: (a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of mitigating any adverse effect thereof and which is considered reasonable and proportionate given the prevailing circumstances at the relevant time (and of which the Buyer will be notified as soon as reasonably practicable, and to the extent reasonably practicable, the relevant Group Company shall consult with the Buyer in relation to the relevant matter where such matter would otherwise contravene Schedule 76); (b) any action required in accordance with any contract or arrangement entered into by any Group Company in the ordinary course on or after the date of this Agreement which does not contravene the undertakings set out in this Clause 5.1 6 or Schedule 76; (c) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into: (i) prior to the date of this Agreement and which has been provided in the Data Room to the Buyer; or (ii) in the ordinary course on or after the date of this Agreement and which does not contravene the undertakings set out in this Clause 5.1 6 or Schedule 76; (d) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Company and each relevant Group Company) in order to ensure compliance with Applicable Laws (including any Applicable Laws relating to prudential matters and other requirements of a Regulatory Authority); (e) the Managing Agent taking any action (or refraining from taking any action) to the extent necessary (in its reasonable belief) to comply with its legal or contractual obligations to the members of the Syndicates; (f) a Group Company from committing to any Regulatory Authority to carry out any act or undertake any matter required or reasonably (in the opinion of the relevant Group Company) requested by that Regulatory Authority and the carrying out of any act or undertaking of any matter required pursuant to such commitment; (g) the performance of any obligation under any Share Purchase Documents; (h) any matter undertaken at the written request or with the written consent (such consent not to be unreasonably conditioned, withheld or delayed) of the Buyer; (i) the incurrence or making of Permitted Leakage Payments; (j) any action taken by the Managing Agent, the Company or ABL (and to the extent relevant APL 16) in connection with the finalisation of the syndicate lists for the Syndicates and the related financing (including reinsurance) for the 2026 Year of Account (with the Company and ABL providing updates and taking into account reasonable observations of the Buyer, to the extent permitted by Applicable Law and the Managing Agent’s conflicts policy); or (k) the making by a Group Company of any payment of or in respect of Taxation in the ordinary course which is or which before Completion becomes due to a Taxation Authority. 6.3 The Company shall comply with the obligations set out in Part B of Schedule 7 6 between the date of this Agreement and Completion. 6.4 The Buyer shall: (a) deposit the funds necessary to satisfy the Cash Consideration payable pursuant to this Agreement in the account of the Paying Agent in accordance with the terms of the Paying Agent Agreement in order to enable Completion to occur on 1 January (if the last in time of the Conditions is satisfied by 5pm on 24 December 2025) or otherwise within three (3) Business Days of satisfaction of the last in time of the Conditions, to enable Completion to occur in accordance with Clause 7.1(b);; and (b) liaise with all Management Sellers receiving Share Consideration (once the necessary contact details have been provided by the Company, and the Buyer shall liaise with the Company as to what is required in this respect) as to the means of opening a book-entry account with the Buyer’s transfer agent and the information required in connection therewith, including customary Know-Your-Customer requirements, and will do so in good time ahead of Completion, and intends to commence this process within 15 Business Days of the date of this Agreement (and shall do so in any event before 30 November 2025); and (c) should any technical, AML / KYC and/or other compliance issues arise regarding the Buyer’s transfer agent’s ability to open a book-entry account in the name of any Management Seller, the Buyer, the Company and that Management Seller shall cooperate and act reasonably and in good faith to find an appropriate solution in order to enable that Seller to receive its Share Consideration Allocation. 6.5 The Sellers, the Buyer and the Company shall, acting reasonably and in good faith, agree and enter into the final Paying Agent Agreement promptly following the date of this Agreement. If the Paying Agent Agreement has not been entered into between the Sellers and the Buyer before Completion, the Buyer reserves the right to satisfy the Cash Consideration by way of direct payment of each Seller’s Cash Consideration Allocation to an account to be notified to it by that Seller, and in such case the Buyer’s obligation under Schedule 4, Part B, paragraph 2 shall be deemed amended as necessary (including for the purposes of Clause 7.3).

PRE-COMPLETION. 6.1 Each of the Management Sellers shall (so far as they are lawfully able) procure (through the exercise of the rights attached 5.1 The Seller undertakes to their Sale Shares and where applicable as a director of a Group Company) that, pending Completion or the earlier termination of this Agreement in accordance with its terms, and the Company shall, and shall procure that between the Signing Date and Completion each Group Company shallshall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, comply save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completion: (a) each Group Company shall manage its working capital in the ordinary course of business consistent with the Pre-Completion Undertakings Group’s standard practices in the 12 month period prior to the Signing Date; (b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake any of the actions set out in Schedule 710 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayed. 6.2 Nothing in this Clause 5.16 or Schedule 7 5.3 Subclauses 5.1 and 5.2 shall not operate so as to prevent or restrict: (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation, situation with the intention of mitigating any adverse effect thereof and which is considered reasonable and proportionate given the prevailing circumstances at the relevant time (and of which the Buyer will be notified as soon as reasonably practicableof, and to the extent reasonably practicableonly of those matters required with a view to, the relevant Group Company shall consult with the Buyer minimising any adverse effect of such situation in relation to the relevant matter where such matter would otherwise contravene Schedule 7);Group; or (b) any action required in accordance to be undertaken, or not undertaken, to comply with any contract applicable legal or arrangement entered into by any Group Company in the ordinary course on or after the date of this Agreement which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7;regulatory requirements; or (c) the completion any matter expressly permitted by this agreement or performance of any obligations undertaken pursuant required to any contract or arrangement entered into: (i) prior give effect to the date of and comply with this Agreement and which has been provided in the Data Room to the Buyeragreement; or (ii) in the ordinary course on or after the date of this Agreement and which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7; (d) the carrying out of any act or the undertaking of any matter necessary (undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the reasonable belief of the Company and each relevant Group Company) in order to ensure compliance with Applicable Laws (including any Applicable Laws relating to prudential matters and other requirements of a Regulatory Authority);Completion Date; or (e) the Managing Agent taking any action (or refraining from taking any action) to the extent necessary (in its reasonable belief) to comply with its legal or contractual obligations to the members of the Syndicates; (f) a Group Company from committing to any Regulatory Authority to carry out any act or undertake any matter required or reasonably (in the opinion of the relevant Group Company) requested by that Regulatory Authority and the carrying out of any act or undertaking of any matter required pursuant to such commitment; (g) the performance of any obligation under any Share Purchase Documents; (h) any matter undertaken at the written request or with the written consent (such consent not to be unreasonably conditioned, withheld or delayed) of the Buyer; Original Purchaser or the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the incurrence or making Purchaser as soon as reasonably practicable of Permitted Leakage Payments; (j) any action taken by the Managing Agentor proposed to be taken as described in this subclause 5.3, the Company or ABL (and ii) provide to the extent relevant APL 16Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) in connection use reasonable endeavours to consult with the finalisation Purchaser in respect of any such action. 5.4 The Seller undertakes to notify in writing the Purchaser as soon as reasonably practicable if it becomes aware prior to Completion: (a) that any of the syndicate lists for Seller’s Warranties was untrue or inaccurate in any material respect as of the Syndicates Signing Date; and/or (b) of any fact, matter or circumstance which constitutes a material breach of the undertakings contained in subclauses 5.1 and 5.2. 5.5 The Seller undertakes to procure that, other than: (a) as permitted by or required to give effect to the related financing Intercompany Loan Cleanup in Italy (including reinsurance) for the 2026 Year consideration that will be owing by Laureate Italy to Nuova Academia as a result of Account Nuova Academia taking over the contractual relationship relating to Loan IT001XB (with as defined in the Company and ABL providing updates and taking into account reasonable observations document referred to in the definition of the Buyer, to the extent permitted by Applicable Law and the Managing Agent’s conflicts policyIntercompany Loan Cleanup in Italy); or (kb) in relation to Trade Debts or the making Continuing Arrangements, in the period from the Signing Date to Completion: (i) Laureate Italy shall not owe any debt to any member of the Seller’s Group or any Group Company other than Loan #371 and Loan #372 (each as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy); and (ii) Nuova Academia shall not hold any receivable from any member of the Seller’s Group or any Group Company other than Loan IT001XB (as defined in the document referred to in the definition of the Intercompany Loan Cleanup in Italy). The Purchaser undertakes to use commercially reasonable endeavours to procure completion of the Merger without undue delay following Completion. 5.6 The liability of the Seller under subclause 5.5 shall terminate on the date on which the Merger is completed, except in respect of any Claim under subclause 5.5 of which notice is given to the Seller, specifying the relevant facts (including, to the extent reasonably practicable, the Purchaser’s estimate, on a without prejudice basis, of the amount of such Claim) prior to the date on which the Merger is completed. The liability of the Seller in respect of any such Claim shall in any event terminate if proceedings in respect of it have not been commenced within twelve months after the giving of notice of that Claim. 5.7 The Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company (other than Taxes, which shall be dealt with pursuant to Schedule 6) which may arise as a result of any payment of or matter undertaken to give effect to the Intercompany Loan Cleanup in respect of Taxation Italy: (a) not being performed in accordance with all applicable laws and regulations; and/or (b) not being completed before the ordinary course which is or which before Completion becomes due to a Taxation AuthorityEffective Time. 6.3 5.8 The Seller shall procure that the Services Agreements shall be terminated with effect from the Completion Date and the Seller covenants to pay to the Purchaser, to the extent possible by way of repayment of the Purchase Price for the Sale Shares (but not so as to limit the amount payable where not wholly possible), an amount equal to any and all costs and losses of a Group Company shall comply which may arise as a result of the abovementioned termination and/or as a result of the Services Agreements not being terminated with effect from the Completion Date (including any salary, benefits and severance payments (including Tax thereon)). Subject to the Purchaser being reimbursed (on a monthly basis) and kept indemnified by the Seller in accordance with the obligations set out foregoing, in Part B relation to the Services Agreement for the chief executive officer of Schedule 7 between Laureate Germany Holding GmbH the effective termination date of this Agreement such person shall be postponed by six months from the Completion Date and Completion. 6.4 The Buyer shallthe Purchaser shall procure that: (a) deposit unless otherwise requested to do so by the funds necessary to satisfy Seller in writing, no Group Company will terminate such Services Agreement before the Cash Consideration payable pursuant to this Agreement in the account expiry of the Paying Agent period requested by the Seller; and (b) such chief executive officer will not provide any services to a Group Company, it being acknowledged and agreed that the intention is that he will provide services exclusively to the Seller’s Group. 5.9 On or prior to Completion, the Seller shall procure that EU-Cyprus: (a) validly resigns from the board of directors of Laureate SOMED Education Holding SA (Laureate SOMED); and (b) transfers any share capital held in accordance Laureate SOMED to the Seller’s Group, in each case at no cost to a Group Company and with no residual liability for the Group Companies. 5.10 Prior to Completion, the Seller shall use commercially reasonable endeavours to obtain the change of control consent, in connection with the Transaction, of: (a) the Cyprus Energy Regulatory Authority under the terms of a permit exemption granted to EU-Cyprus; and (b) Training Qualifications UK Ltd, under the Paying Agent Agreement terms of a recognised centre agreement between Training Qualifications UK Ltd. and EU-Cyprus. 5.11 Prior to Completion and subject to applicable anti-trust laws, the Seller shall, and shall procure that the Group Companies shall, allow the Purchaser and its agents, upon reasonable notice: (a) access to, and to take copies of, the books, records and documents of or relating in order whole or in part to enable Completion to occur on 1 January (if the last in time of the Conditions is satisfied by 5pm on 24 December 2025) or otherwise within three (3) Business Days of satisfaction of the last in time of the Conditions, to enable Completion to occur in accordance with Clause 7.1(b)Group; (b) liaise with all Management Sellers (once the necessary contact details have been provided by the Company, and the Buyer shall liaise with the Company as to what is required in this respect) as reasonable access to the means of opening a book-entry account with the Buyer’s transfer agent directors and the information required in connection therewith, including customary Know-Your-Customer requirements, and will do so in good time ahead of Completion, and intends to commence this process within 15 Business Days employees of the date of this Agreement Group (who shall be instructed to give all such information, assistance and shall do so in explanations as the Purchaser or any event before 30 November 2025person acting on the Purchaser’s behalf may reasonably request); and (c) should reasonable access to the auditors of the Group involved in preparing the Group Companies’ accounts (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any technicalperson acting on the Purchaser’s behalf may reasonably request), AML / KYC and/or other compliance issues arise regarding in each case, to the Buyerextent reasonably required to facilitate (i) the integration of the Group into the Purchaser’s transfer agent’s ability Group (including, without limitation, in connection to open a book-entry account in audits of the name Group Companies), (ii) the understanding by the Purchaser of the audit scope and activities carried out as part of any Management Selleraudit of the Group Companies, (iii) the Buyerraising of new indebtedness for the Purchaser’s Group or the Group or the syndication or marketing of indebtedness or equity and (iv) any roll out of a management incentive plan to take effect from Completion, provided that the Company above shall not give the Purchaser or its agents any right to give instructions or otherwise interfere with the management and that Management Seller shall cooperate and act reasonably and in good faith to find an appropriate solution in order to enable that Seller to receive its Share Consideration Allocationconduct of any Group Company. 6.5 The Sellers, the Buyer and the Company shall, acting reasonably and in good faith, agree and enter into the final Paying Agent Agreement promptly following the date of this Agreement. If the Paying Agent Agreement has not been entered into between the Sellers and the Buyer before 5.12 Prior to Completion, the Buyer reserves Seller shall, and shall procure that the right Group Companies and/or the relevant members of the Seller’s Group shall, to satisfy the Cash Consideration extent legally permitted, provide promptly to the Purchaser all reasonably necessary information and assistance reasonably requested in writing by the Purchaser and/or the relevant members of the Purchaser’s Group in order for the Group Companies to implement the merger of Laureate Italy and Istituto Marangoni as soon as reasonably practicable following Completion. 5.13 Where, after Completion, the business of Laureate Italy is transferred by way of direct payment of each Seller’s Cash Consideration Allocation merger, demerger, absorption or other similar mechanism to an account to be notified to it by that SellerIstituto Marangoni, and in such case the Buyer’s obligation under Schedule 4by operation of law a liability or asset that would otherwise have been a liability or asset of Laureate Italy becomes a liability or asset of Istituto Marangoni, Part B, paragraph 2 Laureate Italy and Istituto Marangoni shall be deemed amended as necessary (including treated for the purposes of Clause 7.3this agreement as the same company (being a Group Company) in relation to any such liability or asset as is referable to Laureate Italy’s business, provided that if a transfer is made which falls within the scope of this subclause 5.13, the liability of the Seller to the Purchaser under this agreement shall be no greater than such liability would have been if the transfer had not occurred. 5.14 The Seller shall procure that the draft lease agreement between Nuova Academia S.r.l. (as tenant) and IDeA Fimit SGR S.p.A. (as landlord) concerning the ground-to-roof level real estate located in Rome, ▇▇▇ ▇. ▇▇▇▇▇ no. 4/6 and provided in the Data Room is not executed on or prior to Completion without the prior written consent of the Purchaser. 5.15 Prior to Completion, the Seller shall procure that ownership of the “Domus Academy” trademark in the United States of America is validly transferred to an Italian Group Company and shall provide reasonable evidence of such transfer of ownership to the Purchaser. The Seller shall use commercially reasonable endeavours (if necessary, after Completion) to ensure that the transfer of ownership of the “Domus Academy” trademark in the United States of America to the applicable Italian Group Company is registered by the relevant trademark authority in the United States of America as soon as reasonably practicable after the transfer of the ownership. 5.16 The Seller has disclosed to the Original Purchaser and the Purchaser the possibility that one or more of the Companies or the Subsidiaries may enter into a public-private partnership transaction (the PPP Matter). The parties agree to negotiate in good faith during the period prior to the Effective Time to seek to finalize mutually satisfactory terms and conditions for the PPP Matter.