Interpretation

Sale and purchase

Conditions to Completion

Termination of the Agreement

Pre-Completion Covenants and Leakage

Consideration

Completion

Sellers’ Warranties

Purchasers’ warranties and undertakings

Sellers’ limitations on liability

Release of Escrow Amount and the Sellers’ Bank Guarantee

Excluded Assets and Excluded Businesses

Restrictions

Wrong pockets, Intellectual Property Rights, Technology and Business Information

Access

Pensions and benefits

Hedging arrangements

Bank Guarantees and Parent Company Guarantees

Transitional Services and separation

Arrangements regarding Brazil Projects

Seller Guarantee

Purchaser Guarantee

Inter-Company Balances

Tail Insurance

Insurance

Leases

Further assurance

Effect of Completion

Remedies and waivers

No shop

Intellectual property and trade name

Assignment

Entire Agreement

Notices

Announcements

Confidentiality

Costs and expenses

VAT

Counterparts

Invalidity

Contracts (Rights of Third Parties) Act 1999

Choice of governing law

Jurisdiction

Agent for service

Schedule 1 (Conditions to Completion)

Schedule 2 (Completion arrangements)

Schedule 3 (Warranties)

Schedule 4 (Limitations on the Sellers’ liability)

Schedule 5 (Conduct of business before Completion)

Schedule 6 (Ownership of Shares)

Schedule 7 (Permitted Leakage)

Schedule 8 (Basic information about the Group)

Schedule 10 (Accounts Rule Book)

Schedule 12 (Unassigned Properties)

Appendix 1 (Allocation of Purchase Price)

Appendix 2 (Guarantees)

Appendix 3 (Reference Date Accounts)

Appendix 4 (Pre-Completion Reorganisation arrangements)

Appendix 5 (Particulars of the Properties)

Appendix 6 (Transitional Services)

Appendix 7 (Agreed form documents)

Appendix 8 (Policy forms)

Appendix 9 (Data Book)

Appendix 10 (Technologies)

Appendix 11 (Structure chart)

Appendix 12 (Chemetics patents)

Appendix 13 (Customer advances as at 30 June 2010)

Appendix 14 (Other debt like items)

Appendix 15 (Excluded Projects)

means the business carried on by the Group and organised into the following principal onshore divisions:

(i)          mining and metals;

(ii)         downstream oil, gas and process; and

(iii)        energy and environmental,

and which comprises:

(a)        the provision of engineering, design, procurement, construction, construction and

project management, commissioning and start-up, consulting and maintenance services to the onshore mining and minerals, energy and environment and downstream oil, gas and process industries. For the avoidance of doubt this does not include provision of services in relation to upstream facilities, associated with the extraction, transport, processing or exploitation of hydrocarbons; and

(b)        the ownership and development of technologies and fabrication of specialty acid and chemical equipment for the mining, chemicals, water treatment and pulp and paper markets,

excluding the Excluded Assets and the Excluded Businesses;

means any liabilities of any member of the Group before or after Completion:

(i)          to the extent that such liabilities for claims exceed an aggregate amount of £[...***...] (and for the avoidance of doubt, only such liabilities incurred by the Group or any member of the Purchasers’ Group over that £[...***...] threshold shall be recoverable by the Purchasers under clause 12.3(D), the initial £[...***...] not being recoverable pursuant to the Specific Indemnity set out in clause 12.3(D);

(ii)         towards any individual or his/her immediate family which arise out of or relate to any exposure or alleged exposure to asbestos products, dust or fibres;

(iii)        have arisen as a result of work done at any time before Completion for or on behalf of any member of the Group in the United Kingdom, including in respect of the matters disclosed in documents 1.9.8.11.1.2 in Soho, 7.9.8.2, 4.75.748, 4.75.740, 4.75.741, 4.75.739, 4.75.837 and 4.75.76 in Soho III and 20.6 in Soho III; and

(iv)        which are paid or disbursed by or on behalf of any member of the Group after Completion;

means the projects performed or currently being performed by Aker Solutions do Brasil Ltda. pursuant to:

(i)          the Engineering and Technical Support Services Agreement dated 25 June 2007 with Companhia Petroquimica de Pernambuco (PetroquimicaSuape) for the development of a

PTA plant in Ipojuca, Pernamburo in Brazil; and

(ii)         the Technical Cooperation Agreement dated 1 June 2010 between Companhia Petroquimica de Pernambuco, Aker Process Ltd. and Aker Solutions do Brasil Ltda. for the provision of technical services and engineering support in relation to the development of a PTA plant in Ipojuca, Pernamburo in Brazil;

means all information (in whatever form held) including (without limitation) all:

(i)          formulas, designs, specifications, drawings, know-how, policies, procedures, processes, manuals, documentation and instructions;

(ii)         customer lists, vendor lists, financial, sales, marketing and promotional information;

(iii)        business plans and forecasts;

(iv)        technical or other expertise;

(v)         data, computer software and all accounting and tax records, correspondence, orders and enquiries; and

(vi)        service data, personnel files, training records and other human resources data;

means, as at the relevant date, the sum of all cash in hand, at the bank or at any other financial institution (including any deposits made by the Aker Soho Business under any group cash pooling arrangements) and cash equivalents (to the extent not included in the Working Capital) of the Aker Soho Business, including:

(i)        any investment in marketable (a) debt obligations, (b) securities or (c) money market funds and any other financial instruments which can be turned into cash on not more than thirty (30) days’ notice, which items shall be calculated in accordance with the Accounts Rule Book;

(ii)       the Aker Soho Business’s share of Cash in jointly controlled entities (i.e. entities deemed to be jointly controlled under the principles and practices of the Accounting Manual and which, as such, would have been consolidated in the consolidated accounts of the Aker Soho Business); and

(iii)      any Inter-Company Receivables,

but shall not include:

(A)      the aggregate net market value (whether positive or negative) of the Soho Hedging Contracts;

(B)      any pension assets;

(C)     Trapped Cash;

(D)     any cash held by any member of the Group in respect of the Yansab Project or any other Excluded Asset or Excluded Business; and

(E)      deferred Tax assets;

(i)           indebtedness for monies borrowed owed to any person (including the capital amount of such indebtedness together with all accrued but

unpaid interest (whether accounted for or not), plus any repayment costs and penalties payable directly as a result of such person exercising its right to demand repayment owing to Completion), provided that such debt is not included as Working Capital;

(ii)         the principal component of any lease obligation that is required to be recorded as a capitalised lease in accordance with the Accounts Rule Book;

(iii)        dividends payable and group contribution payables of any member of the Group owed to any party outside the Group;

(iv)        customer advances and deposits held on behalf of customers (in each case, less amounts in respect of work done) received for projects performed on a lump sum basis or projects for monies to be used for procurement of materials which are paid in advance, in accordance with the types of projects listed in Appendix 13 (Customer Advances as at 30 June 2010). For the avoidance of doubt, other customer advances and deposits held on behalf of customers shall not be included as Debt;

(v)         any Inter-Company Payables;

(vi)        net pension liabilities for the Pension Schemes calculated in accordance with the Accounts Rule Book;

(vii)       Tax liabilities (as calculated in accordance with the Accounts Rule Book);

(viii)      the balance of prepayments (including accrued interest thereon) from Reliance Industries Limited to Aker Process Limited (which at the Reference Date was US$ 6,086,630 and £662,398);

(ix)        any loans or other amounts payable by any member of the Group to Trafalgar House Trustees Limited;

(x)         the principal amount and any accrued but unpaid interest on any debt instrument the costs in respect of which would appear below the

              EBITDA line in the Aker Soho Business’s profit and loss accounts and which is not otherwise covered in items (i) to (ix) above;

(xi)        the Aker Soho Business’s share of Debt in jointly controlled entities (i.e. entities deemed to be jointly controlled under the principles and practices of the Accounting Manual and which, as such, would have been consolidated in the consolidated accounts of the Aker Soho Business); and

(xii)       the other debt like items referred to in paragraph 2.23 (vi) of the Accounts Rule Book,

but shall, for the avoidance of doubt, exclude:

(A)        the aggregate net market value (whether positive or negative) of the Soho Hedging Contracts; and

(B)        any deferred Tax liabilities, the only provision for Tax in Debt being that referred to in (vii) above;

means fully, fairly, accurately and specifically disclosed in the Disclosure Letter or the Supplemental Disclosure Letter either through:

(i)          a description of facts as set out in the column entitled “Disclosure” in Appendix I of the Disclosure Letter;

(ii)         the incorporation by reference to one or more sections in the Data Room of information contained in the Data Room as set out in the Disclosure Letter in the description of facts described in (i) above; or

(iii)        as otherwise referred to in or contemplated by the front-end of the Disclosure Letter or referred to in Appendix II thereof;

but, for the avoidance of doubt, the Data Room index and the contents of the Data Room generally shall not be deemed to be Disclosed save to the extent that they are fully, fairly, accurately and specifically disclosed as described in this definition;

from the sale and purchase under clause 2:

(i)          the Holborn Litigation;

(ii)         the Yansab Project;

(iii)        the Excluded Projects;

(iv)        the Excluded Contracts;

(v)         the Excluded Companies; and

(vi)        all Books and Records relating to the assets and liabilities specified in paragraphs (i) to (v) above;

including all assets, losses, liabilities, costs, expenses, claims and demands arising out of, related to or connected directly or indirectly with the assets and related liabilities specified in paragraphs (i) to (v) above, whether or not known or unknown or arising before or after Completion;

means the businesses and undertakings to be retained by the Retained Group comprising:

(i)          the provisioning of non-unionized direct hire employee based construction services to capital projects in chemical/petrochemical, oil & gas and other process facilities in the United States as carried out by Aker Industrial Constructors Inc.;

(ii)         the provisioning of unionized direct hire employee based construction, fabrication and maintenance services to the power, industrial, nuclear, water and environmental sectors in the United States and Canada as carried out by Aker Construction Inc. and/or Aker Construction Canada Inc.; and

(iii)        lump sum turnkey EPC project execution of projects in the LNG re-gasification, petrochemical, gasification/syngas, refining and onshore oil & gas markets in the United States as carried out by Aker Solutions Americas Inc., Aker Strategic Operations Inc. or Aker Michigan Inc.,

including, without limitation, all assets, losses, liabilities, costs, expenses, claims and demands associated, directly or indirectly with the businesses and

means any contract, agreement or arrangement to which any member of the Group is a party and under which:

(i)           one counterparty or any direct or indirect parent of one counterparty is a person or entity (a) that is a designated or sanctioned party under any United States sanctions related to or administered by OFAC (including but not limited to the designation as a “specially designated national or blocked person” thereunder); or (b) has its principal place of business in any of Burma, Cuba, Iran, North Korea, Sudan or Syria, or

(ii)          where the products or services delivered pursuant to the contract, agreement or arrangement are to be delivered to Burma, Cuba, Iran, North Korea, Sudan or Syria;

any Intellectual Property Rights subsisting in:

(i)      the Aker Solutions EHS Manual;

(ii)     the Aker Solution PEM;

(iii)    the MIPS calliper analysis software package; and

(iv)    in any trade marks, brand names or domain names owned by the Retained Group including without limitation any rights subsisting in the names “Aker Solutions”, “Aker” and “JustCare”);

means any contract, agreement or Bid between any member of the Group and:

(i)          a Governmental Authority in the United Kingdom or the United States, other than utility suppliers including, without limitation, Anglian Water and UK Nuclear; or

(ii)         any prime contractor to such a Governmental Authority,

in each case, for the supply of goods or services by such member of the Group for consideration in excess of US$ 5,000,000 over the life of that contract, agreement or Bid and under which there were undischarged

means the sum of:

(i)     the Enterprise Value;

(ii)    the Reference Net Cash; and

(iii)   the Reference Working Capital Adjustment;

“Intellectual Property

Rights”

“Inter-Company

Payables”

“Inter-Company

Receivables”

means written consents to the assignments or the changes of control (as applicable) which are required as a result of the Transaction from the counterparties to the agreements pursuant to which the Aker Soho Business occupies the following Leasehold Properties (the “Specified Leasehold Properties”):

(A)        Broadway Tech Centre, Vancouver Business Campus, 2930 Virtual Way, Vancouver, B.C.;

(B)        all Leasehold Properties located on Bowesfield Lane in Stockton on Tees, U.K.;

(C)        600 S. Kilda Rd, Melbourne, Victoria, Australia;

(D)        333 East Wetmore, Tucson, Arizona;

(E)        all Leasehold Properties located in the Edificio World Trade Center, Santiago, Chile; and

(F)        Piso 9 of Edificio CCU, Santiago, Chile;

means any contract, agreement or arrangement relating to the Aker Soho Business and to which any member of the Group is a party:

(i)          under which there were unperformed obligations (other than in respect of warranties) in the period between 1 January 2007 and the Reference Date and which was one of the fifty (50) most valuable (by revenue) customer contracts during that period;

(ii)         under which there were unperformed obligations (other than in respect of warranties) in the period between 1 January 2007 and the Reference Date, which is a customer contract to which at least one counterparty is or, so far as the Sellers are aware, is a subsidiary of Freeport-McMoran Copper & Gold Inc., BHP Billiton, DuPont (E. I. du Pont de Nemours and Company), British Petroleum plc, Royal Dutch Shell plc, Dow Chemical, Antamina, Codelco (Corporación Nacional del Cobre, Chile), Urenco Limited or Sellafield Limited;

(iii)        under which there were unperformed obligations (other than in respect of warranties) in the period between 1 January 2007 and the Reference Date and which is a joint venture, consortium or similar agreement under which a member of the Group is or may become liable for the obligations of any person who is not a member of the Group (whether under the terms of such agreement or by operation of law);

(iv)        which was entered into on or after 1 January 2007 and provides for the supply by any member of the Group to a client of either: (a) equipment and/or materials; or (b) construction services, in either case for a lump sum (or equivalent) price in excess of US$ 10,000,000;

(v)         under which a member of the Group undertakes or has undertaken to deliver to a client a bankable feasibility study (and the output of such contract is expressly stated to be such a study) (a) which was entered into on or after 1 January 2007 or (b) if entered into before 1 January 2007 but after 1 January 2001, of

which the Sellers are aware; or

(vi)        under which there were unperformed obligations (other than in respect of warranties) in the period between 1 January 2007 and the Reference Date and under which the obligations of the relevant member of the Group are to be discharged in a country in which the Group does not have a permanent presence at the effective date of the contract;

“Material Licence

Agreements”

“Net Inter-Company

Balance”

“Normalised Working

Capital”

“Parent Company

Guarantees”

means in relation to:

(A)        a Freehold Property, the person named as the owner;

(B)        a Leasehold Property, the person named as the current tenant; and

(C)        a Licensed Premises, the person named as the licensee,

in the particulars of each of the Properties at Appendix 5 (Particulars of Properties);

means, as applicable, any third party supplier who is engaged by the Purchasers or any member of the Group or by the Sellers or any member of the Retained Group to provide:

(i)          a Transitional Service (or part thereof); or

(ii)         goods or services that are used in the provisions

of a Transitional Service (or part thereof);

means the sum of:

(i)          cash held by Aker Projects (Shanghai) Company Limited (which, at the Reference Date, was US$ 8,100,000) net of cash owed by that company to other members of the Group;

(ii)         the accrued dividend attributable to the joint venture partners of Aker Solutions E&C Limited in respect of the ACKtiv joint venture (which at the Reference Date was US$ 300,000); and

(iii)        any cash held pursuant to the “Growhow” purchasing arrangement (which at the Reference Date was US$ 400,000);

means:

(i)          within the European Union, any value added tax and similar sales or turnover tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC) or otherwise; and

(ii)         outside the European Union, any tax corresponding to, or substantially similar to, the value added tax and similar sales or turnover tax referred to in paragraph (i) of this definition;

in each of (i) and (ii), together with any interest and penalties payable in respect thereof;

the expressions “allotment”, “body corporate”, “debentures”, “holding company”, “paid up”, “subsidiary” and “subsidiary undertaking” shall have the meaning given in the Companies Act 2006 and the expression “current assets” shall have the meaning given in Schedule 11 of the Large and Medium-

sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410);

(L)        references to the knowledge, belief or awareness of the Sellers (or similar phrases) shall be limited to the actual knowledge, belief or awareness of each of [...***...] and shall, when used in relation to a Warranty, be construed to include a statement that the relevant Warranty has been given after reasonable enquiries have been made by or on behalf of each of the Senior Employees, [...***...];

references to any document in the “agreed form” means the document in a form agreed by the parties as set out in Part A of Appendix 7 (Agreed form documents) or such other schedule identified, and references to any document in “substantially in the agreed form” means the document substantially in the

form agreed by the parties as set out in Part B of Appendix 7 (Agreed form documents) or such other schedule identified;

Each Seller will use all reasonable endeavours to fulfil or procure the fulfilment of the Conditions listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) as soon as possible and in any event before the Back-Stop Date and will notify the

Purchasers’ Representative in writing, as soon as reasonably practicable, of the satisfaction of such Conditions.

Without prejudice to the generality of clause 3.9, the parties shall co-operate with the each other in a timely manner in relation to responding to any reasonable questions or comments of any relevant competent authorities (for the purposes of the Conditions or otherwise), and any reasonable request for information about them and, in respect of

the Sellers or the Seller Guarantor, the Retained Group, the Group or the Aker Soho Business and, in respect of the Purchasers, the Purchasers’ Group. In providing such other assistance or information reasonably required to enable it to make any filings or notifications required to satisfy any of the Conditions listed in paragraph 1 of Schedule 1 (Conditions to Completion) (or otherwise), insofar as any information is competitively sensitive, such information being exchanged on an outside counsel to counsel, confidential basis only.

    (A)   the parties shall proceed to Completion in accordance with the terms of this Agreement, save that the Shares in Aker Projects (Shanghai) Company Limited shall not be transferred to Jacobs Engineering Singapore Pte. Ltd. but shall be retained by Aker Process BV;

    (B)   US$[…***…] of the Initial Purchase Price shall be paid at Completion by Jacobs Engineering Singapore Pte. Ltd. into an interest bearing escrow account in the names of the Sellers’ Representative and the Purchasers’ Representative;

    (C)   the Purchasers shall continue to use all reasonable endeavours to fulfil or procure the fulfilment of the Condition listed in paragraph 3 of Schedule 1 and the Sellers’ Representative shall continue to comply with its obligations under clause 3.12 and, in respect of Aker Projects (Shanghai) Company Limited only, clause 5, until the earlier of:

The Purchasers’ Representative shall not be entitled to exercise its right to terminate pursuant to clause 4.3 if such breach or event is capable of remedy (including by way of economic compensation) and within ten (10) Business Days of the Sellers’ Representative receiving notice of the breach or event, such breach or event is

remedied to the reasonable satisfaction of the Purchasers’ Representative (acting reasonably) at no cost to the Purchasers.

any of the Sellers or the Sellers’ Representative (or the representative member of any group of which any of the Sellers or the Sellers’ Representative is a member for VAT purposes) is liable to account for VAT in respect of that

supply, the Purchasers shall pay to the Sellers’ Representative or, as the case may be, the relevant Seller, an amount equal to half of the aggregate amount of VAT for which any of the Sellers or the Sellers’ Representative (or that representative member) is liable to account in respect of that supply and which the Sellers’ Representative or the relevant Seller (or the representative member) is not entitled to recover (whether by way of credit or by way of repayment) from any Tax Authority; or

the members of the Group shall use all reasonable endeavours to preserve the Aker Soho Business and the goodwill of its customers, suppliers and other business relationships and to retain the Senior Employees and the Specified Employees, and the Sellers’ Representative shall notify the Purchasers’ Representative in writing promptly on becoming aware of any Material Adverse Event having occurred in respect of the Aker Soho Business, or any materially

adverse event having occurred in respect of its relationships with its customers, suppliers and other business relationships or the employment of any of the Senior Employees or the Specified Employees;

any matter which constitutes Permitted Leakage provided that any Permitted Leakage under paragraph (A) of Schedule 7 (Permitted Leakage) shall be of the equivalent nature (but not necessarily amounts) to those ordinary course

payments set out in the schedule (and designated as such) provided to the Purchasers’ Representative prior to the date of this Agreement as referred to in clause 5.12;

Notwithstanding any other provision of this Agreement, the Sellers shall not be liable to pay any Leakage Adjustment Amount unless the Sellers’ Representative has received a

written notice from the Purchasers’ Representative in respect of such Leakage Adjustment Amount pursuant to clause 5.4 on or before 30 December 2012.

6.          Consideration

6.1        The total consideration for the sale of the Shares (the “Purchase Price”) shall be the payment by the Purchasers of the sum of the Initial Purchase Price and the Adjustment Amount (if any).

6.2        Any payment made by any party to the other under this Agreement (other than a payment under clause 6.1) shall (so far as possible) be an adjustment to the Purchase Price to the extent of the payment. Any such adjustment shall, except where provided otherwise, be allocated to the Shares in each Company pro rata to the Purchase Price payable by the relevant Purchaser(s) for the Shares in each Company as set out in Appendix 1 (Allocation of Purchase Price).

6.3        On Completion, each Purchaser shall pay or procure the payment of its respective portion of the Initial Purchase Price (less, if and to the extent relevant, the Escrow Amount and, if applicable, the amount referred to in clause 3.13(B)) to the Sellers’ Representative (on behalf of the Sellers) and shall (if and to the extent relevant) pay or procure the payment of its respective portion of the Escrow Amount to the Escrow Account, in each case, as further set out in Part B of Schedule 2 (Completion arrangements). The parties agree to allocate the Initial Purchase Price in accordance with the allocations set out in Appendix 1 (Allocation of Purchase Price). The proportion of the total Purchase Price attributed to the Shares in each Company to which each Seller is entitled and which each Purchaser shall pay is that set out in Appendix 1 (Allocation of Purchase Price).

6.4        The parties shall comply with the provisions of Schedule 11 (Completion Accounts) in calculating and paying the Adjustment Amount. Subject always to the provisions of clause 6.5:

(A)        if the Adjustment Amount is a positive amount, such amount shall be paid by the Purchasers’ Representative (on behalf of the Purchasers) to the Sellers’ Representative (on behalf of the Sellers); and

(B)        if the Adjustment Amount is a negative amount, such amount shall be paid by the Sellers’ Representative (on behalf of the Sellers) to the Purchasers’ Representative (on behalf of the Purchasers).

6.5        No Adjustment Amount shall be payable by either party to the extent that the Adjustment Amount amounts to:

(A)        less than US$[…***…] (the “Collar”); and

(B)        more than US$[…***…] (the “Cap”).

For the avoidance of doubt, to the extent that the Adjustment Amount amounts to more than the Collar, only the excess above the Collar amount shall be payable, and to the extent that the Adjustment Amount amounts to more than the Cap, an amount equal to the difference between the Cap and the Collar shall be payable.

In the event that Completion is deferred by the Sellers’ Representative in accordance with clause 7.4(A), the Purchasers shall, in addition to the Initial Purchase Price, pay to the Sellers interest on the total unpaid Purchase Price from the intended Completion

Date until the date of actual payment (before as well as after judgment) at a rate of four and a half (4.5) per cent. per annum.

is not in, or substantially in, the agreed form of Sellers’ Bank Guarantee set out in Part B of Appendix 7 (Agreed form documents), such notice shall include (i) details of the financial institution whom the Sellers propose would provide the Sellers’ Bank Guarantee and (ii) the draft form of the agreement to be entered into by the Purchasers’ Representative (on behalf of the Purchasers) and the

In relation to an Excluded Asset (other than an Excluded Contract) or Excluded Business that is not assigned, novated or transferred on or before Completion pursuant to clause 12.2, the parties shall and shall procure that the appropriate member of the Purchasers’ Group and/or the Retained Group shall (at the Sellers’ expense provided that all such expenses are reasonably and properly incurred) take all such action necessary to effect the assignment, novation or transfer of such Excluded Asset or Excluded Business to the member of the Retained Group nominated for such purposes

(or, failing such nomination, any member of the Retained Group) and the Purchasers shall, pending such assignment, novation or transfer:

at the request of the relevant member of the Retained Group, allow such member of the Retained Group to take the sole conduct of such actions as such member of the Retained Group may deem appropriate in connection with any such assessment or claim in the name of any Purchaser or any relevant member of the Purchasers’ Group and in that connection the Purchaser shall give or cause to be given to such member of the Retained Group all such assistance as it may reasonably require in avoiding, disputing, resisting, settling, compromising, making counterclaims, defending or appealing any such claim and shall (subject to the Sellers reimbursing them in respect of their reasonably and properly incurred costs) instruct such solicitors or other professional advisers as such member of the Retained Group

may nominate to act on behalf of any Purchaser or any relevant member of the Purchasers’ Group, as appropriate, but to act solely in accordance with such member of the Retained Group’s instructions; and

13.3

13.4

13.5

Subject to clause 15.5, if the Purchasers believe, acting reasonably, that a Purchaser or any Purchasers’ Indemnified Person is entitled to make a claim under this Agreement or any of the Share Purchase Documents, the Sellers shall (at the cost of the Purchasers) give the Purchasers and the Purchaser Guarantor (and their representatives, agents, auditors, accountants and advisors), access to all such information and documentation within the possession or control of the Retained Group any Purchaser or the Purchaser

Guarantor may reasonably require to enable it to reasonably satisfy itself as to whether any breach of a provision of this Agreement or any of the Share Purchase Documents by the Sellers or the Seller Guarantor shall have occurred.

The Sellers shall procure that at least five (5) Business Days prior to the Completion Date, any and all Soho Hedging Contracts shall be settled. Any costs arising out of the settlement of each Soho Hedging Contract shall be borne by the relevant parties in

accordance with their respective terms and allocated to the parties in accordance with clause 5.11(B).

in order to procure the release referred to in clause 18.6(B), the Purchasers’ Representative and/or an appropriate member of the Purchasers’ Group shall offer to enter into one or more guarantees in favour of the relevant counterparty on substantially the same terms as the existing guarantee granted by the relevant member of the Retained Group and otherwise on such reasonable terms as the relevant member of the Purchasers’ Group may agree with the counterparty and, if necessary to procure the release of any Undisclosed Bank

Guarantee, the Purchasers’ Representative shall, or shall procure that a member of the Purchasers’ Group shall offer to provide a guarantee in respect of such obligations for the benefit of the relevant counterparty on reasonable terms as the relevant member of the Purchasers’ Group may agree with the counterparty; and