and - Gorvines Limited (2) - and - VRI Europe Limited (3) and the Other Sellers (4) - and - the Other Buyers (5)

Exhibit 2.1

DATED 3 August 2013

CLC Resort Management Limited (1)

- and -

Gorvines Limited (2)

- and -

VRI Europe Limited (3)

and

the Other Sellers (4)

- and -

the Other Buyers (5)

Business Transfer Deed

TABLE OF CONTENTS

THIS DEED is dated                             3 August 2013

PARTIES

(1)                                 CLC RESORT MANAGEMENT LIMITED incorporated and registered in Isle of Man with company number 003261V whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Isle of Man (Primary Seller);

(2)                                 GORVINES LIMITED incorporated and registered in Isle of Man with company number 127152C whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Isle of Man (Gorvines);

(3)                                 VRI EUROPE LIMITED, incorporated and registered in England & Wales with company number 8592090 whose registered office is at ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (Primary Buyer);

(4)                                 those companies whose details are set out in Schedule 1 (Other Sellers); and

(5)                                 those companies whose details are set out in Schedule 2 (Other Buyers).

BACKGROUND

(A)                               The Business is now and has for some time, in aggregate, been carried on by the Sellers.

(B)                               The Sellers have agreed to sell and transfer, and the Buyers have agreed to purchase and acquire, the Resort Solutions Shares and the Business (together with the Assets) as a going concern on the terms and conditions of this deed and in particular on the basis of the warranties, undertakings, agreements and indemnities set out in this deed.

AGREED TERMS

1.                                              Interpretation

1.1                                       The definitions and rules of interpretation in clause 1 apply in this deed.

1.2                                       Clause, schedule and paragraph headings do not affect the interpretation of this deed.

1.3                                       A reference to a clause or a schedule is a reference to a clause of, or schedule to, this deed. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this deed.

1.4                                       A person includes a natural person, corporate or unincorporated body (including any form of partnership) (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

1.5                                       A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated.

1.6                                       Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.7                                       Unless the context otherwise requires, a reference to one gender includes a reference to the other gender.

1.8                                       A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force at the date of this deed, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it. Provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of this deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.9                                       A reference to writing or written includes faxes and e-mail.

1.10                                Documents in agreed form are documents in the form agreed by the parties to this deed and initialled by them or on their behalf for identification.

1.11                                Where the words include(s), including or in particular are used in this deed, they are deemed to have the words “without limitation” following them.

1.12                                 Any obligation on a party not to do something includes an obligation to use the powers within its control not to allow that thing to be done.

1.13                                Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.14                                References to any English legal terms, for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

1.15                                References to times of the day are, unless the context requires otherwise, to London, England time and references to a day are to a period of 24 hours running from midnight on the previous day.

1.16                                Any amount, expressed in one currency, to the extent that it requires, in whole or in part, to be expressed in any other currency in order to give full effect to this deed, shall be deemed for that purpose to have been converted into the relevant currency three days before the date on which it is required to be expressed in any other currency (or, if that is not a Business Day, the Business Day immediately before it). Subject to any applicable legal requirements governing conversions into that currency, the rate of exchange shall be the closing mid-point rate at 4:00pm London time for the purchase of the relevant currency with the applicable currency, as shown in the historical tables of the Financial Times, currently available on the internet at ▇▇▇▇://▇▇▇.▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.

1.17                                Unless expressly provided otherwise in this deed, the Primary Seller shall, to the extent that it is permitted by law to be liable for the obligations of another entity, be jointly and severally liable for all obligations, undertakings and liabilities of the Sellers arising under this deed (including those of the Other Sellers) and the Other Sellers shall be severally liable for their respective obligations, undertakings and liabilities only.  For the avoidance of doubt, to the extent the quantum of the liability of any Seller under this deed is reduced, limited or excluded, the quantum of the Primary Seller’s liability in respect of such liability of the relevant Seller shall be correspondingly reduced, limited or excluded.

1.18                                As amongst themselves, each of the Other Sellers agrees to indemnify the Primary Seller to the extent of the liability of any such Other Seller that is borne by the Primary Seller pursuant to this deed (for the avoidance of doubt, subject to the limitations on liability set out in this deed (including, but not limited to those set out in clause 13)), but this indemnity may not be exercised in contravention of any provision of any guarantee or indemnity now or hereafter granted by any member of the Seller’s Group, in favour of any member of the Buyer’s Group, including, but not limited to, pursuant to any Finance Document.

1.19                                Documents in the agreed form are documents in the form agreed by the parties to the BTA and initialled by them or on their behalf for identification with such changes as such parties may subsequently agree prior to the execution of these documents.

2.                                               Conditions

2.1                                       Completion of this deed is subject to the Conditions being satisfied or waived by the date and time provided in clause 2.3.

2.2                                       The following provisions shall continue to have effect, notwithstanding failure to waive or satisfy the Conditions:

2.2.1                                                 Clause 1 (Agreed Terms);

2.2.2                                                 Clause 2 (Conditions);

2.2.3                                                 Clause 21 (Rescission);

2.2.4                                                 Clause 31 (Whole Agreement);

2.2.5                                                 Clause 32 (Variation and Waiver);

2.2.6                                                 Clause 33 (Costs);

2.2.7                                                 Clause 34 (Notice);

2.2.8                                                 Clause 42 (Language); and

2.2.9                                                 Clause 43 (Governing Law and Jurisdiction).

2.3                                       Each of the Sellers and each of the Buyers undertakes to use its reasonable endeavours and to provide the other parties with such co-operation and assistance as is reasonably necessary and it is reasonably able to provide, to procure the satisfaction of the Conditions as soon as is reasonably practicable and in any event no later than:

2.3.1                                                               1 November 2013; or

2.3.2                                                               such later date as may be agreed in writing by the Primary Seller and the Primary Buyer.

2.4                                       Should any of the Sellers or the Buyers become aware of anything which will prevent any of the Conditions from being satisfied on or before the Longstop Date it shall, as soon as reasonably practicable, in the case of the relevant Buyer disclose the same to the Primary Seller and in the case of the relevant Seller disclose the same to the Primary Buyer.

2.5                                       The Primary Buyer may, to such extent as it thinks fit and is legally entitled to do so, waive in whole or in part any of the Conditions set out in paragraphs 1-4 and 6 of Schedule 4 by written notice to the Primary Seller.

2.6                                       In the event that all the Conditions shall not have been satisfied or waived pursuant to this deed on or prior to the Longstop Date this deed (save for clause 2.2 and Schedule 23) shall lapse and no party shall make any claim again any other in respect hereof, save in respect of any antecedent breach.

3.                                               Agreement to sell and purchase

3.1                                       On the date of this deed, the Sellers shall deliver, or procure delivery, to the Primary Buyer of:

3.1.1                                                               a duly executed counterpart of this deed;

3.1.2                                                               the Disclosure Letter duly executed by the Sellers;

3.1.3                                                               the Seller Deed of Adherence, duly executed by the Sellers; and

3.1.4                                                               the Master Guarantee Deeds duly executed by the relevant members of the Sellers’ Group.

3.2                                       On the date of this deed, the Buyer shall deliver, or procure delivery, to the Primary Seller of:

3.2.1                                                               a duly executed counterpart of this deed;

3.2.2                                                               the Disclosure Letter duly executed by the Buyers;

3.2.3                                                               the Seller Deed of Adherence duly executed by the Buyers; and

3.2.4                                                               the Master Guarantee Deeds duly executed by the relevant members of the Buyers’ Group.

3.3                                      Unless expressly provided in this deed, and as detailed in Schedule 6 the Sellers shall sell with full title guarantee or, to the extent that the Sellers are not the owner thereof shall procure the sale with full title guarantee, and the Buyers, with a view to carrying on the Business as a going concern, shall purchase free from all Encumbrances (other than any finance leases in respect of certain Moveable Assets created in the ordinary course of business) with effect from the Effective Time:

3.3.1                                                               the benefit (subject to the burden) of the Business Contracts (including the Management Agreements);

3.3.2                                                               the Goodwill;

3.3.3                                                               the Properties;

3.3.4                                                               the Fixed Assets;

3.3.5                                                               the Resort Solutions Shares;

3.3.6                                                               the Moveable Assets;

3.3.7                                                               the Business Information;

3.3.8                                                               the IT Assets, excluding any supported goods or supported software as detailed in Schedule 1 of the IT Services Agreement;

3.3.9                                                               the Transferred Cash;

3.3.10                                                        the Business Intellectual Property Rights owned by the Sellers or otherwise used in connection with the Business (excluding the Shared Intellectual Property Rights);

3.3.11                                                        the Records;

3.3.12                                                        all (if any) of the other property or rights of the Sellers which relate to or are connected mainly with or belong to or used mainly in, the Business and which are not otherwise described in this clause 3.2, but not the Excluded Assets; and

3.3.13                                                        all of the Sellers’ rights against third parties, including rights under any warranties, conditions, guarantees or indemnities or under the Sale of Goods ▇▇▇ ▇▇▇▇ or any equivalent legislation in Spain or elsewhere relating to any of the Assets and the benefit of all sums to which the Sellers are entitled from third parties or insurers solely in respect of loss or damage to the Assets (except to the extent that a provision in respect of such loss or damage is made or otherwise taken into account under the provisions of clause 18.3.

3.4                                       The following shall be excluded from the sale under this deed:

3.4.1                                                               the Excluded Liabilities;

3.4.2                                                               any IT Licences, access to which is being granted to the Buyer pursuant to the IT Services Agreement;

3.4.3                                                               those excluded assets detailed in Part 3 of Schedule 8;

3.4.4                                                               all the Sellers’ cash-in-hand or at the bank or at any other financial institution in excess of Transferred Cash; and

3.4.5                                                               the Sellers’ accounts and accounting records which do not relate to the Business.

3.5                                       Subject to clause 3.6, the sale and purchase of each of the Assets and the Resort Solutions Shares is interdependent and shall be completed simultaneously.

3.6                                       The Properties shall be sold, leased or made available to the relevant Buyers in accordance with the provisions of Part 3 Schedule 10.

4.                                               Consideration

4.1                                       The Consideration shall comprise:

4.1.1                                                               the issue and allotment of the Consideration Shares by the Primary Buyer to the Primary Seller; and

4.1.2                                                               the Initial Cash Consideration as adjusted in accordance with clause 9 and Schedule 18, and which shall be satisfied by: (i) the payment by the Buyers of the Initial Cash Consideration in cash at Completion to the Seller’s Account by telegraphic transfer for same day value (subject to the payment of the Retention Amount into the Retention Account in accordance with clause 8.2.3), to be apportioned amongst the Sellers on the basis set out in Schedule 9; and (ii) the adjustment payment(s) by the Buyers in cash (as applicable) to the Sellers (as relevant) in accordance with clause 9 and Schedule 18; and

4.1.3                                                               the assumption of the Assumed Liabilities by the Buyers.

4.2                                       Any payment made by any of the Sellers to any of the Buyers or by any of the Buyers to any of the Sellers in respect of breach of any warranty, undertaking or covenant set out in this deed, or pursuant to any indemnity set out in this deed, shall, so far as possible, be made by way of adjustment to the Cash Consideration apportioned to such Seller.

4.3                                       The Consideration Shares shall rank pari passu and as a single class with the ordinary shares in the Buyer in issue at the date of this deed, and shall carry the right to receive in full all dividends and other distributions declared, made or paid after the Completion Date.

5.                                               Retention Account

5.1                                       No amount shall be released out of the Retention Account otherwise than in accordance with this clause 5.

5.2                                       Any interest that may accrue on the credit balance on the Retention Account shall be credited to the Retention Account and paid to the Sellers in accordance with this clause 5.

5.3                                       The liability to Taxation on any interest on any amount in the Retention Account shall be borne by the Sellers.

General Retention

5.4                                       If a Relevant Claim has been notified by a Buyer to the Primary Seller prior to the General Retention Release Date, no part of the General Retention shall be released to the Sellers from the Retention Account otherwise than in accordance with the provisions of this clause 5.

5.5                                       If, prior to the General Retention Release Date, a Relevant Claim is settled and there is a Due Amount, the Primary Seller and the Primary Buyer shall, unless such Due Amount has already been paid to the a Buyer, as soon as practicable following such settlement, instruct the Escrow Agents to pay to the Primary Buyer, to the Buyer’s Account, out of the Retention Account the lesser of the Due Amount and the then remaining amount of the General Retention less any applicable bank charges.

5.6                                       Subject to the provisions of clause 5.7 and clause 5.11, following payment to the Primary Buyer of all Due Amounts outstanding (if any) under clause 5.5, the Primary Seller and the Primary Buyer shall as soon as practicable (and in any event within 5 Business Days of the last of any such payments being made), instruct the Escrow Agents to pay the remaining balance (if any) of the General Retention (together with any interest which has accrued on the General Retention Amount less any applicable bank charges) to the Primary Seller to the Sellers’ Account.

5.7                                       On the General Retention Release Date the parties shall instruct the Escrow Agents to pay to the Primary Buyer out of the Retention Account the lesser of the outstanding Due Amount(s) (if any)  and the General Retention Amount.

5.8                                       In the event that the Primary Buyer or the Primary Seller does not give the instructions referred to in clauses 5.5, 5.6 or 5.7 above, within the time specified in such clause, or there is any dispute as to the payment out of the Retention Account in accordance with clause 5.14 or clause 5.15, a “Release Dispute” will be deemed to have arisen. Either Party may refer the Release Dispute to such arbitrator as is appointed by agreement between them, or in default of such agreement within five Business Days, appointed by the Chairman of the Institute of Chartered Accountants of England and Wales (the “Arbitrator”).  The Arbitrator shall determine the Release Dispute and his decision shall be binding upon the relevant

Sellers and the relevant Buyers and the relevant Sellers and the relevant Buyers shall bear the Arbitrator’s fees and expenses and any professional fees incurred by the relevant Sellers and the relevant Buyers in relation to the Release Dispute in such proportions as the Arbitrator shall determine.  The parties shall use their respective best endeavours to procure that the Arbitrator delivers his decision within such time as may be stipulated in his terms of reference, which period may be no longer than 30 days from the appointment of the Arbitrator.

5.9                                       A Relevant Claim shall be deemed settled for the purposes of this clause 5 if:

5.9.1                                                               the Primary Buyer and the Primary Seller so agree in writing; or

5.9.2                                                               the Relevant Claim has been determined by a court of competent jurisdiction or pursuant to binding arbitration, from which in either case there is no right of appeal, or from whose judgment the Buyers or the Sellers (as the case may be) are irrevocably debarred by passage of time or otherwise from making an appeal.

5.10                                Save as provided elsewhere in this deed or in any other documents executed pursuant to this deed:

5.10.1                                                        the amount of the Cash Consideration paid into the Retention Account (whether as part of the General Retention or the Management Agreement Retention) shall not be regarded as imposing any limit on the amount of any claims under this deed or under any of the documents executed pursuant to this deed;

5.10.2                                                        if a Due Amount is not satisfied in full from the Retention Account, the Relevant Claim (to the extent not so satisfied) shall, subject to the other relevant provisions of this deed or any other documents executed pursuant to this deed, remain fully enforceable against the relevant Sellers; and

5.10.3                                                        nothing in this clause 5 shall prejudice, limit or otherwise affect any right, including to make any claim, or remedy the relevant Buyers may have from time to time against the relevant Sellers either under this deed or under any of the documents executed pursuant to this deed.

5.11                                If the Primary Buyer has notified the Primary Seller of Relevant Claims prior to the General Retention Release Date, and any of which have not been finally determined, agreed, settled or withdrawn on or prior to such date, the Primary Buyer shall be entitled to require such portion of the Held-over Proportion (as defined below) which, together with any and all Due Amounts, exceeds £812,626 to remain in the Retention Account until the relevant claims or disputes are finally determined, agreed, settled or withdrawn, when the Held-over Proportion will be allocated to or between the Buyers and the Sellers as appropriate.

5.12                                The “Held-over Proportion” means the proportion (including, if that is the case, the whole) of the outstanding balance of the General Retention held in the Retention Account that either:

5.12.1                                                        is agreed between the Primary Buyer and the Primary Seller in writing; or

5.12.2                                                        matches (insofar as the balance is not exhausted) the amount claimed by the Buyers, which, for this purpose only, shall be regarded as reduced to the extent that any part of the Relevant Claim, according to an opinion of

Counsel, is more likely than not to fail.  For this purpose, Counsel shall be such Queen’s Counsel as is agreed between the Primary Buyer and the Primary Seller (or, if not agreed within 15 days of the General Retention Release Date, chosen by the Chairman for the time being of the General Council of the Bar on the written application of the relevant Buyer or the relevant Seller, whichever applies first), and the relevant Sellers and the relevant Buyers shall bear Counsel’s fees and expenses and any professional fees incurred by the relevant Seller and the relevant Buyer in relation to the Held-over Proportion in such proportions as Counsel shall determine.  The parties shall use their respective best endeavours to procure that Counsel delivers his decision within 20 Business Days.

Management Agreement Retention

5.13                                The Management Agreement Retention shall be held in the Retention Account as security for the obligations of the Sellers to undertake the Agreed Amendments pursuant to paragraph 9 of Part 2 of Schedule 5.

5.14                               Every three months after the Completion Date, the Primary Seller and the Primary Buyer shall instruct the Escrow Agents to pay to the Primary Seller (to the Sellers’ Account) out of the Retention Account the Relevant Management Agreement Retention Amount (together with any interest which has accrued on the amount so paid) with respect to any Management Agreement Amendments adopted during such three-month period, and the provisions of clause 5.8 shall apply in the case of any Release Dispute.

5.15                                If, and to the extent that, any Management Agreement Amendments have not been completed on the Final Management Agreement Retention Release Date (any such Management Agreement Amendments being Incomplete Management Agreement Amendments), the parties shall, as soon as practicable, instruct the Escrow Agents to pay the Relevant Management Agreement Retention Amount in respect of any such Incomplete Management Agreement Amendments to the Primary Buyer provided that if, and to the extent that, such amendments have not been implemented due to any action or omission wholly on the part of a member of the Buyers’ Group, then, subject to clause 5.8 in the case of disagreement, the balance shall be paid to the Sellers (to the Sellers’ Account).  For the avoidance of doubt, the balance of any interest which has accrued on the Management Agreement Retention (less any applicable bank charges) shall be paid to the Sellers.

5.16                                The Buyers shall provide such co-operation, support, assistance and information as may be reasonably required from time to time by any Seller or the Primary Seller in relation to the implementation and/or adoption of the Management Agreement Amendments.

6.                                               [Intentionally Deleted]

7.                                               [Intentionally Deleted]

8.                                               Completion

8.1                                       Completion shall take place after this deed ceases to be subject to any of the Conditions and it shall take place on the Completion Date.

8.2                                       At Completion, the Primary Buyer shall:

8.2.1                                                               allot and issue to the Primary Seller the Consideration Shares credited as fully paid and enter the Primary Seller in the register of members of the Buyer as the holder of the Consideration Shares; and

8.2.2                                                               pay the Initial Cash Consideration (less the Retention Amount) by telegraphic transfer, in same day available funds, to the Sellers’ Account.  Receipt of sum payment made in accordance with this clause shall constitute a valid discharge of the Buyer’s obligations to pay the Initial Cash Consideration under clause 4.1.2; and

8.2.3                                                               pay the Retention Amount, in cash, by telegraphic transfer into the Retention Account;

8.2.4                                                               procure the delivery of a duly executed share certificate to the Primary Seller in respect of the Consideration Shares;

8.2.5                                                               deliver to the Primary Seller a certified copy of the resolution adopted by the board of directors of the Primary Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this deed, and any other documents referred to in this deed as being required to be delivered by it and evidence of the authority of the persons signing the Transaction Documents and the transactions contemplated therein on behalf of the Other Buyers;

8.2.6                                                               deliver to the Primary Seller a legal opinion in respect of the Buyer’s capacity and authority to enter into the relevant Transaction Documents;

8.2.7                                                               deliver, or procure delivery, to the Sellers of or make available to the Primary Seller:

8.2.7.1                                           the Developer Management Agreements duly executed by VRI Management Espana S.L. or VRI Canarias S.L. (as applicable);

8.2.7.2                                           the Co-operation Agreement and all ancillary documents to be entered into thereunder duly executed by the Primary Buyer;

8.2.7.3                                           the VRI Europe Shareholders’ Deed duly executed by the Buyer and Interval Leisure Group Management Limited;

8.2.7.4                                           the Pre-emption Deed duly executed by ILG Lux Finance S.à ▇.▇.;

8.2.7.5                                           the Escrow Letter duly executed by the Primary Buyer;

8.2.7.6                                           the FMRH Shareholders’ Deed and all ancillary documents to be entered into thereunder duly executed by ILG Lux Finance S.à ▇.▇.;

8.2.7.7                                           the Extension of Interval International Master Affiliation Agreement duly executed by Interval International, Inc.;

8.2.7.8                                           the Extension of Interval International Master Services Agreement duly executed by Interval International, Inc.;

8.2.7.9                                           the New Leases unconditionally duly executed by VRI Management Espana, S.L., and VRI Management Canarias, S.L. (as applicable);

8.2.7.10                                    the Extension of Interval Resort Financial Services Inc. Owner Services Agreement duly executed by Interval Resort & Financial Services, Inc.;

8.2.7.11                                    the Shared Services Agreement duly executed by the Primary Buyer;

8.2.7.12                                    the IT Services Agreement duly executed by the Primary Buyer;

8.2.7.13                                    the non-compete deed duly executed by the Primary Buyer and Interval Leisure Group, Inc.;

8.2.7.14                                    the Loan Agreement and the Finance Documents, duly executed by the relevant members of the Buyers’ Group; and

8.2.7.15                                    the Set Off Deed duly executed by the ILG Parties (as defined in the Set Off Deed).

8.3                                       At Completion, the Sellers shall comply with their obligations set out in Schedule 5.

8.4                                       If the Sellers do not comply with their obligations as set out in clause 8.3, the Buyers may, through the Primary Buyer, without prejudice to any other rights they have:

8.4.1                                                               proceed to Completion; or

8.4.2                                                               defer Completion to a date not more than 31 days after the date set by clause 8.1 (and so that the provisions of this clause 8.4, apart from this clause 8.4.2, shall apply to Completion as so deferred).

8.4.3                                                               rescind this deed in accordance with clause 21.

8.5                                       If any of the Buyers do not comply with their obligations as set out in clause 8.2, the Sellers may, through the Primary Seller, without prejudice to any other rights they may have:

8.5.1                                                               proceed to Completion; or

8.5.2                                                               defer Completion to a date not more than 31 days after the date set by clause 8.1 (and so that the provisions of this clause 8.5, apart from this clause 8.5.2, shall apply to Completion as so deferred); or

8.5.3                                                               rescind this deed.

8.6                                       Each Seller undertakes to the Buyer that it will procure that the Business and the Resort Solutions Business shall be carried on in the manner specified in Schedule 19 from the date of this deed until the Effective Time.

8.7                                       Following Completion, the Buyer and each Seller shall each comply with their respective obligations set out in Part 2 of Schedule 5.

8.8                                       The Buyers undertake to each of the Sellers that the Business and the Resort Solutions Business shall be carried on in the manner specified in Schedule 20 from Completion until 31 December 2013.

9.                                               Adjustment in relation to the Cash Consideration

9.1                                       Within ten Business Days after agreement or determination of the Completion Accounts in accordance with the provisions of Schedule 18:

9.1.1                             to the extent that there is a Working Capital Excess, a sum equal to the Working Capital Excess shall be added to the Initial Cash Consideration, and the Primary Buyer shall remit such additional amount to the Primary Seller; and

9.1.2                             to the extent that there is a Working Capital Shortfall, a sum equal to the Working Capital Shortfall shall be deducted from the Initial Cash Consideration, and the Primary Seller shall remit such amount to the Primary Buyer.

9.2                                       Within ten Business Days after agreement or determination of the Combined Accounts in accordance with the provisions of Schedule 18:

9.2.1                             to the extent there is an EBITDA Excess, a sum equal to 75.5% of the EBITDA Excess shall be added to the Initial Cash Consideration, and the Primary Buyer shall remit such additional amount to the Primary Seller; and

9.2.2                             to the extent there is an EBITDA Shortfall, a sum equal to 75.5% of the EBITDA Shortfall shall be deducted from the Initial Cash Consideration, and the Primary Seller shall remit such amount to the Primary Buyer.

9.3                                       Any payment or repayment to be made under clause 9.1 or clause 9.2 shall be made:

9.3.1                                                               if to the Primary Seller, in the same manner as payment made under clause 4.1.2; and

9.3.2                                                               if to the Primary Buyer, by telegraphic transfer to an account notified by the Primary Buyer to the Primary Seller not later than ten Business Days following the date on which the Completion Accounts are agreed or determined.

10.                                        Warranties

10.1                                The Primary Seller (and only the Primary Seller) warrants to the Buyers that each of the Warranties is true and accurate subject to the provisions of this deed and in particular the exclusions and limitations contained in this deed.

10.2                                Gorvines and the Primary Seller warrant to the Primary Buyer that the Tax Warranties are true and accurate subject to the provisions of this deed and in particular the exclusions and limitations contained in this deed.

10.3                                Each of the Other Sellers warrants (in respect of itself only) to the Buyers that each of the Warranties is true and accurate insofar only as such Warranties relate to each such Other Seller itself or to the Assets sold by such Other Seller itself pursuant to this deed.

10.4                                The Warranties are given on the date of this deed and immediately prior to Completion, and the Tax Warranties are given on the date of this deed and on Completion, and any reference made to the date of this deed (whether express or implied) in relation to any Warranty or Tax Warranty shall be construed, in relation to any such repetition, as a reference to both such dates (as relevant).

10.5                                The Sellers agree that any information supplied by or on behalf of any of the Employees or Resort Solutions Employees to the Sellers or their advisers in connection with the Warranties, the Tax Warranties, the information Disclosed in the Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Sellers, and the Sellers hereby undertake to the Buyers that they waive any and all claims which they might otherwise have against any of the Employees or the Resort Solutions Employees in respect thereof.

10.6                                Without prejudice to the right of the Buyers to claim on any other basis or take advantage of any other remedies available to it, if any Warranty or Tax Warranty is breached, the Sellers undertake to pay to the relevant Buyer on demand:

10.6.1                                                        the amount necessary to put the relevant Buyer into the position it would have been in if the Warranty or Tax Warranty in question had not been breached (including, in particular, loss of profit, but excluding indirect, or consequential damages); and

10.6.2                                                        all reasonable costs and reasonable expenses (including, in particular, reasonable legal and other professional fees) directly incurred by the relevant Buyer as a result of the breach of the Warranty or Tax Warranty in question.

10.7                                Warranties and Tax Warranties given so far as the Sellers are aware (or given subject to any similar expression) are deemed to be given to the actual knowledge, information and belief of the Seller Individuals after they have made reasonable enquiries of such persons of whom it is reasonable to make such enquires.

10.8                                Each of the Warranties and Tax Warranties is separate and, unless expressly provided to the contrary, is not limited by reference to any other Warranty or Tax Warranty or anything in this deed.

11.                                        Buyers’ remedies

11.1                                Each of the Buyers acknowledges that it has not been induced to enter into this deed by, and that it does not in connection with this deed or its subject matter rely on, any representation, warranty, promise or assurance by the Sellers or any other person save for those contained in this deed.  Each of the Buyers agrees that, subject only to clause 11.2 , it shall have no right or remedy in respect of, and shall not in connection with any claim arising in relation to this deed or its subject matter, plead or assert the making or existence of, any representation, warranty, promise or assurance by the Sellers or their respective directors, employees or advisers save for those contained in this deed in respect of which the Buyers shall, subject to clause 21, have no right to rescind or terminate this deed and the only remedy to the Buyers shall be contractual damages for breach of any Warranty.

11.2                                Nothing in this clause 11 shall exclude or affect any right or remedy available to the Buyers in respect of fraud.

11.3                                The Buyer acknowledges that its legal advisers have explained to it the effect of this clause 11.

12.                                        Buyer Warranties

12.1                                Each of the Buyers (in respect of itself only) each warrants to the Sellers as follows:

12.1.1                                                        each Buyer is validly incorporated, in existence and duly registered, under the laws of the jurisdiction of its incorporation;

12.1.2                                                        each Buyer has the requisite power and authority to enter into and perform this deed and any other agreement referred to herein to which it is or has agreed to become a party (the Buyer Documents);

12.1.3                                                        this deed constitutes and the Buyer Documents will, when executed, constitute binding obligations of the Buyer in accordance with their respective terms;

12.1.4                                                        the Buyers have not carried on any business, have not had any assets or liabilities, have not had any employees and has not been a party to any contracts (other than the relevant Transaction Documents);

12.1.5                                                        no order has been made and no resolution has been passed for the winding up of a Buyer or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up a Buyer;

12.1.6                                                        no administration order has been made and no petition has been presented and no other action for such an order has been taken in respect of a Buyer;

12.1.7                                                        no receiver (which expression shall include an administrative receiver) has been appointed in respect of a Buyer;

12.1.8                                                        each Buyer is not insolvent or unable to pay its debts within the meaning of s.123 Insolvency ▇▇▇ ▇▇▇▇ and has not stopped paying its debts as they fall due;

12.1.9                                                        no voluntary arrangement has been proposed under s.1 Insolvency ▇▇▇ ▇▇▇▇ in respect of a Buyer;

12.1.10                                                 no event analogous to any of those set out in clauses 12.1.5 — 12.1.9 has occurred in or outside England with respect to a Buyer;

12.1.11                                                 each Buyer has obtained all necessary shareholder and board approvals in respect of entering into this deed and the relevant Buyer Documents;

12.1.12                                                 the execution and delivery of, and the performance by each Buyer of its obligations under, this deed and the relevant Buyer Documents will not:

12.1.13                             be or result in a breach of any provision of the memorandum or articles of association (or any analogous document) of a Buyer;

12.1.14                             be or result in the breach of, or constitute a default under, any instrument to which a Buyer is a party or by which a Buyer is bound and which is material in the context of the transactions contemplated by this deed;

12.1.15                             be or result in a breach of any order, judgment or decree of any court or governmental agency to which a Buyer is a party or by which a Buyer is bound and which is material in the context of the transactions contemplated by this deed; or

12.1.16                             require a Buyer to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made on or prior to the date hereof both on an unconditional basis which cannot be revoked;

12.1.17                                                 at Completion the Buyers will have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this deed and the Buyer Documents;

12.1.18                                                 the Primary Buyer and the directors of the Primary Buyer have the right, power and authority under the constitutional documents of the Primary Buyer to allot and issue the Consideration Shares, and have sufficient authority to do so without first offering them to existing shareholders on a pre-emptive basis;

12.1.19                                                 the Consideration Shares to be issued and allotted pursuant to this deed shall be issued fully paid, with the rights and rank as provided in the articles of association and shall, upon their issue, be free from all Encumbrances, and their issue and allotment will not be subject to any pre-emptive rights or other rights to subscribe for or purchase shares in the capital of the Primary Buyer; and

12.1.20                                                 the Consideration Shares to be issued pursuant to this deed will constitute 24.5% of the issued share capital of the Buyer immediately following Completion.

12.2                                Each of the warranties in clause 12.1 (the Buyer Warranties) is given on the date of this deed and immediately prior to Completion and the Primary Buyer undertakes to forthwith disclose in writing to the Primary Seller any matter or thing which may arise or become known to any of the Buyer after the date of this deed and before Completion which is inconsistent with any of the Buyer Warranties.  In the event of it becoming apparent on or before Completion that a Buyer is or will be in breach of any the Buyer Warranties or any other term of this deed the Sellers may at their option either:

12.2.1                                                        rescind this deed by notice in writing, delivered by the Primary Seller to the Primary Buyer (without prejudice to any other claims or remedies available to it, whether pursuant to this deed or otherwise); or

12.2.2                                                        proceed to Completion, provided that if the Sellers proceed to Completion, they shall not have any claim for damages or any other remedy in respect of such breach or breaches and the Sellers hereby undertake to the Buyers that

they waive any and all claims and rights of action which they might otherwise have against the Buyers in respect of such breach or breaches.

13.                                        Limitations on claims

13.1                                This clause limits the liability of the Sellers in relation to any and all Relevant Claims.

13.2                                The aggregate liability of the Sellers under or in respect of all Relevant Claims when taken together shall not exceed the Cash Consideration received by the Sellers.

13.3                                Without prejudice to the provisions of clause 13.2, the total aggregate liability of each Other Seller in respect of all Relevant Claims against it shall not in any event exceed an amount equal to 100 per cent of the amount of Cash Consideration received by it, and in the case of the Primary Seller, shall not exceed an amount equal to 100 per cent of the amount of Cash Consideration.

13.4                                Without prejudice to clause 13.2 and clause 13.3, the aggregate liability of the Sellers for all Commercial Warranty Claims when taken together shall not exceed 40 per cent of the Cash Consideration received by them.

13.5                                None of the Sellers shall be liable in respect of any Warranty Claim unless the aggregate liability of the Sellers in respect of all Warranty Claims, exceeds £812,626 in which case the Sellers liability shall be limited to the amount of the excess over £812,626.

13.6                                Without prejudice to clause 13.2 and clause 13.3, the total aggregate liability of the Sellers in respect of an indemnity claim pursuant to:

13.6.1                                           paragraph 3 of Schedule 15 shall not exceed the aggregate of any amounts that become due and payable by the Buyers in respect of “golden handshake” arrangements with certain Employees as at the Completion Date; and

13.6.2                                           paragraph 4 of Schedule 15 shall not exceed £500,000.

13.7                                For the avoidance of doubt, none of the Sellers except the Primary Seller and Gorvines shall be liable in respect of a Tax Related Claim.

13.8                                For the purposes of clause13.4, clause13.5, and clause 13.6 the liability of the Sellers in respect of a Relevant Claim shall mean the amount in respect of the Relevant Claim for which the relevant Sellers agree in writing to be responsible for or for which they are found to be liable in a court of competent jurisdiction or pursuant to a binding arbitration.

13.9                                Where a Buyer may be entitled (whether by reason of payment, discount, credit, relief or otherwise) to recover from a third party (other than pursuant to any policy of insurance and, for the avoidance of doubt, other than from a Seller any sum for any damage or liability which is or could be the subject of a Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21  (Tax Covenant) shall apply) (a Third Party Recovery), the Buyer:

13.9.1                                          shall notify the Primary Seller of the Third Party Recovery within 10 Business Days of the Buyer or any member of the Buyers’ Group becoming aware that it may be entitled to make the Third Party Recovery, and in any event, if

sooner, prior to taking any material step to enforce, compromise, settle or waive any right in relation to that Third Party Recovery; and

13.9.2                                          shall provide the Primary Seller with such information as the Sellers may reasonably require relating to the Third Party Recovery and shall keep the Primary Seller reasonably informed of any material development in the conduct of the Third Party Recovery and shall consult with the Primary Seller in relation to the same if so requested by the Primary Seller; and

13.9.3                                          shall before commencing any Proceedings against any of the Sellers take all reasonable steps to make a successful relevant Third Party Recovery.

13.10                         If, in respect of any matter which would give rise to a Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21  (Tax Covenant) shall apply), any of the Buyers are entitled to claim under any policy of insurance, then such Buyer agrees to use its reasonable endeavours to pursue such claim under the applicable policy of insurance, provided that the relevant Sellers shall indemnify such Buyer against all costs, liabilities and reasonable expenses incurred in relation to taking any such steps and proceedings and any amounts recovered under such insurance claim shall then extinguish or reduce by the amount so recovered any such Relevant Claim that is subsequently made.

13.11                         The Sellers shall not be liable for any Warranty Claim, Tax Warranty Claim (in the case of 13.11.1 and 13.11.2 only) or Indemnity Claim (in the case of 13.11.3 only) to the extent that the Warranty Claim, Tax Warranty Claim (in the case of 13.11.1 or 13.11.2 only) or Indemnity Claim (in the case of 13.11.3 only):

13.11.1                                                 relates to matters Disclosed in or under the Disclosure Letter; or

13.11.2                                                 relates to any matter which is disclosed in the Due Diligence Reports;

13.11.3                                                 relates to any matter in respect of which an allowance, provision or reserve is made in the Completion Accounts to the extent of any such allowance, provision or reserve (as relevant);

13.11.4                                                 arises as a result of any change in law occurring after the date of this deed (whether or not the change purports to be effective retrospectively in whole or in part).

13.12                         Subject to clause 14.2, the Sellers shall have no liability in respect of any Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21  (Tax Covenant) shall apply) unless the Buyers shall have given notice in writing to the Primary Seller of such claim specifying (in reasonable detail) the matter which gives rise to the claim, the nature of the claim and the amount claimed in respect thereof (detailing such Buyer’s calculation of the loss thereby alleged to have been suffered by it), such notice to be given within 60 days after the such Buyer becomes aware of the claim and in any event not later than the date 30 months after the Completion Date.

13.13                         All and any liability of the Sellers in respect of any Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21  (Tax Covenant) shall apply) notified to it in accordance with clause 13.12 shall (if such Relevant Claim has not previously been satisfied, settled or withdrawn) be extinguished on the expiry of six months from the date of such notification of the Relevant Claim unless the relevant Buyer shall within such period have

issued and validly served on the relevant Sellers Proceedings in respect of such Relevant Claim.

13.14                         The Seller shall not be liable in respect of a Relevant Claim to the extent that the Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21 (Tax Covenant) shall apply) is attributable to:

13.14.1                                                 any voluntary act, omission or transaction carried out by or at the request of or with the consent of any of the Buyers or any member of the Buyers’ Group or any of their successors in title or assigns on or after Completion other than any such act, omission or transaction carried out in the ordinary and proper course of business; or

13.14.2                                                 anything expressly required to be done or omitted to be done by the Sellers pursuant to this deed; or

13.14.3                                                 anything done by or on behalf of any of the Sellers before Completion at the request of any of the Buyers.

13.15                         The Sellers shall not be liable in respect of any Relevant Claim for any indirect or consequential loss whether actual or contingent.

13.16                         None of the Sellers shall be liable in respect of any Warranty Claim or Tax Warranty Claim to the extent that any of the Buyer Individuals have actual knowledge of the claim or of the matters giving rise to the claim prior to Completion.

13.17                         Nothing in this clause 13 applies to a Relevant Claim that arises or is delayed as a result of fraud by the Sellers, or any member of the Sellers’ Group, or any employee or officer (or former employee or officer) of the Sellers or any member of the Sellers’ Group.

13.18                        The Buyers shall take, and shall procure that all other relevant members of the Buyers’ Group shall take, all reasonable steps to mitigate any loss or liability which is or might become the subject of a Relevant Claim under this deed, or otherwise howsoever.

13.19                         Without prejudice to all other limitations contained in this deed, the proportionate liability of each of the Sellers (except for the Primary Seller) in respect of a Relevant Claim in respect of which more than one but not all of them are liable, shall be limited to the amount for each relevant Seller that bears the same proportion to the aggregate liability of all of those Sellers liable in respect of that Relevant Claim as the amount of the Consideration received by it bears to the aggregate Consideration received by all those relevant Sellers.

13.20                         Without prejudice to all other limitations contained in this deed, the proportionate liability of each of the Sellers (except for each of the Primary Seller and Gorvines) in respect of any Relevant Claim in respect of which they are all liable, shall be limited to an amount for each Seller that bears the same proportion to the aggregate liability of all Sellers in respect of such Relevant Claim as the amount of the Initial Cash Consideration received by it bears to the aggregate Initial Cash Consideration received by all the Sellers.

13.21                         The Sellers shall not be liable in respect of any Relevant Claim to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Buyer or the relevant member of the Buyers’ Group.

13.22                         The Buyer shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of the same loss.

13.23                         The caps on the aggregate liability of the Sellers set out in this clause 13 shall include any additional or increased amounts required to be paid pursuant to clause 15.2 (less any amounts repaid under clause 15.3) or pursuant to any other applicable grossing up obligation set out in this deed by the Sellers in respect of any payment to the Buyers in respect of a Relevant Claim.

13.24                         The Primary Seller’s and Gorvines’s liability in respect of Tax Related Claims shall be further limited by the provisions of Schedule 21 (Tax Covenant).

14.                                        Indemnities

14.1                                Each Seller undertakes to indemnify, and to keep indemnified, the relevant Buyers against all losses or liabilities (including reasonable legal and other professional fees and costs) which may be suffered or incurred by any of them and which arise in connection with the matters set out in Schedule 15 provided that this clause 14 shall not apply in respect of any liability to Tax.

14.2                                The indemnity set out in paragraph 3 of Schedule 15, shall not be subject to the provisions of clause 13.12.

15.                                        Gross Up

15.1                                All payments made by the Sellers or the Buyers in respect of any Claim shall, subject to clause 15.2 below, be made gross free of any right of counterclaim and without deduction or withholding of any kind other than any deduction or withholding required by Law.

15.2                                If any party is required to make a deduction or withholding by Law from a payment in respect of a Claim, the sum due from the party making the payment shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the recipient receives a sum equal to the sum it would have received had no deduction or withholding been made.

15.3                                If the recipient of a payment made in respect of a Claim receives a credit or refund or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the other party or parties such part of such additional amounts paid to it under this Clause 15 as the recipient of the payment certifies to the other party or parties will leave (after such reimbursement) in no better and no worse position than it would have been if the other party or parties had not been required to make such deduction or withholding.

16.                                        External Claims

16.1                                If any of the Buyers or any other member of the Buyers’ Group becomes aware of any actual or threatened claim, demand or proceeding against any member of the Buyers’ Group (an External Claim), or of any fact or matter which may give rise to an External Claim, in relation to which it appears that the Buyers or any other member of the Buyers’ Group are, or might be or become, entitled to make a Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21  (Tax Covenant) shall apply):

16.1.1                                                        the Primary Buyer shall as soon as reasonably practicable after so becoming aware and in any event within 30 Business Days notify the Primary Seller in writing; and

16.1.2                                                        the Primary Buyer shall thereafter consult with the Primary Seller in respect of the External Claim and permit, and procure that any relevant member of the Buyers’ Group shall permit, to the extent it is legally able to do so, the Primary Seller and its advisers reasonable access to relevant employees, premises, chattels, documents and records (including the right to take copies at the Primary Seller’s expense of such documents and records) for the purposes of investigating the matter and enabling the Primary Seller to take any action permitted by this clause 16.

16.2                                Subject to the relevant Sellers indemnifying the Buyers or other relevant member of the Buyers’ Group against any liabilities, losses or reasonable expenses which it may suffer or incur thereby and which it would not otherwise suffer or incur:

16.2.1                                                        the relevant Sellers shall be entitled by notice in writing to the Buyer at any time to require that the relevant Sellers shall thereafter have the sole conduct and control on behalf of the Buyer or other member of the Buyers’ Group of any External Claim and following such notice, without prejudice to the generality of the foregoing, the relevant Seller shall in its absolute discretion be entitled to avoid, dispute, resist, settle, compromise, defend or appeal the External Claim (but only to the extent of money damages, and without any admission of liability), unless in the opinion of the Buyer (acting reasonably), doing so would have a material adverse impact on the goodwill or reputation of the Business and the Resort Solutions Business, and the Buyer shall use its reasonable endeavours not to do (and shall use its reasonable endeavours to procure that no member of the Buyers’ Group shall do anything) inconsistent therewith;

16.2.2                                                        the Buyer shall and shall procure that each member of the Buyers’ Group shall give to the relevant Seller all such information and assistance as the relevant Seller may reasonably require for any purpose referred to in clause 16.2.1, including, without limitation, instructing any such solicitors, Counsel or other professional advisers as the relevant Seller may nominate to act on behalf of the Buyer or other member of the Buyers’ Group but in accordance with the relevant Seller’s instructions.

16.3                                The relevant Seller shall keep the Buyer informed of all material developments in relation to any External Claim in respect of which the relevant Seller has served a notice pursuant to clause 16.2.1 by providing written monthly reports containing such information as the Buyer shall reasonably require.

16.4                                Where the Sellers have not by a notice pursuant to clause 16.2.1 assumed sole conduct and control in relation to an External Claim, the Buyer shall and shall procure that each relevant member of the Buyers’ Group shall:

16.4.1                                                        keep the relevant Sellers informed of all material developments in relation to the External Claim by providing written quarterly reports containing such information as the relevant Sellers shall reasonably require;

16.4.2                                                        not make any admission of liability, agreement, settlement or compromise with any third party in relation to the External Claim without the prior written consent of the relevant Sellers; and

16.4.3                                                        take all actions that the relevant Sellers may reasonably request to avoid, dispute, resist, defend or appeal the External Claim, unless in the opinion of the Buyer (acting reasonably), doing so would have an adverse impact on the goodwill or reputation of the Business and the Resort Solutions Business).

17.                                        Tax Covenant

17.1                                The provisions of Schedule 21 (Tax Covenant) shall apply to this deed.

18.                                        Risk and insurance

18.1                                The Sellers shall continue to carry on the Business and the Resort Solutions Business for their own benefit and at their own risk up to the Effective Time. The Business, the Resort Solutions Business and the Assets shall be at the risk of the Buyer from the Effective Time.

18.2                                Nothing in this deed shall have the effect of making the Buyer liable in any way under any guarantees or warranties given by the Sellers to any Customer in relation to services rendered by the Sellers prior to the Effective Time, the liability for which shall remain absolutely with the Sellers.

18.3                                The Sellers shall maintain in force, up to and including the Effective Time, all the policies of insurance which have been Disclosed and shall procure that from the Effective Time the interest of the Buyer under or pursuant to this deed in respect of the Fixed Assets, the Moveable Assets and the Properties is noted on all such policies effected by or for the benefit of the Sellers in respect thereof. If any of the Fixed Assets, the Moveable Assets, or the Properties are lost, destroyed or damaged prior to the Effective Time, the Buyer at its option may require that the insurance monies (if any) recoverable in respect thereof shall be paid to it and the Sellers shall direct the insurance company accordingly, and in such event any such insurance monies received by the Sellers shall be held by it on trust for the Buyer absolutely.

19.                                        Liabilities of the Sellers and the Buyers

19.1                                Nothing in this deed shall pass to any of the Buyers, or shall be construed as acceptance by the Buyers of, any liability, debt or other obligation of the Sellers (whether accrued, absolute, contingent, known or unknown) for anything done or omitted to be done before Completion in the course of or in connection with the Business or the Assets.

19.2                                The relevant Sellers shall:

19.2.1                                                        on demand, indemnify and hold the Buyers and each member of the Buyers’ Group, and their respective officers, directors and employees, harmless against any and all obligations, liabilities and Demands arising therefrom and from any losses incurred or suffered by any of them in respect of the period prior to the Effective Time, in relation to, by reason of, or resulting from or arising out of the same (including, but not limited to, the Excluded Liabilities); and

19.2.2                                                        perform any obligation falling due for performance or which should have been performed before Completion, including the Excluded Liabilities.

19.3                                Nothing in this clause 19 or elsewhere in this deed shall have the effect of making the Buyers liable in any way under any guarantees, warranties or representations given by the Sellers to any Customer in relation to services rendered by the Sellers before the Effective Time, the liability for which shall remain absolutely with the Sellers

19.4                                The relevant Sellers shall indemnify and hold the Buyers harmless from and against all Demands of whatsoever nature relating to and payable in respect of the Business or Assets purchased by such Buyer which are attributable to the period up to and including the Effective Time, including any act or omission on the part of the Sellers in relation to the Business Contracts or services provided prior to the Effective Time, and in particular any claim under any warranty.

19.5                                The Buyers from the Effective Time assume and shall thereafter pay, discharge and perform in accordance with their respective terms and conditions when due the Assumed Liabilities acquired by such Buyer (and such Buyer shall, in so far as legally permitted, be entitled to the benefit of, the same rights, powers, remedies, claims, defences, obligations, conditions and incidents (including rights of set-off and counterclaim) as the Sellers would have enjoyed had the Assumed Liabilities not been assumed by the relevant Buyer).

19.6                                For the avoidance of doubt, the Excluded Liabilities shall not transfer to any of the Buyers from the Sellers under this deed, and the Buyers shall have no liability in respect of the same.

19.7                                The Primary Seller shall, on demand, indemnify and hold the Buyers, each Buyer Group Company and their respective officers, directors and employees, harmless in respect of and from any losses incurred or suffered by any of them in respect of the period prior to the Effective Time in relation to, by reason of or resulting from or arising out of the Excluded Liabilities relating to it.