Common use of At Completion Clause in Contracts

At Completion. (a) the Vendors shall deliver, or cause to be delivered, the following documents to the Purchaser: (i) the original share certificate(s) relating to all the Sale Shares; (ii) duly executed original share transfer form(s) in respect of the Sale Shares in favour of the Purchaser; (iii) letters of resignation dated as of the date of Completion, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) the transfer of the Sale Shares to the Purchaser; (b) the acceptance of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasol.

At Completion. (a) 8.2.1 the Vendors Vendor shall deliver, deliver or cause to be delivered, the following documents delivered to the Purchaser or the Purchaser's Solicitors: (iA) evidence to the original share certificate(sreasonable satisfaction of the Purchaser of the authority of any person executing this Agreement and any other agreed form document hereunder and any other party thereto (other than the Purchaser) relating to all on the Sale SharesVendor's behalf; (iiB) duly executed original share transfer form(s) in respect transfers to the Purchaser and/or nominee of the Sale Shares Controlling Shares, together with a definitive share certificate for them in favour the name of the Vendor or its nominee; (C) the written resignations of the non-executive directors of the Company shown as resigning in Schedule 1 executed as a deed in the agreed terms; (D) the certificates of incorporation, common seals, all statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books of the Company and the Subsidiary together with an unused share certificate forms; (E) all the deeds relating to the title of the Company or the Subsidiary to each of the Properties; (F) notices of resignation of the existing auditors of the Company and of the Subsidiary; (G) an original copy of each of the Management Agreements and Management Agreement Side Letters executed by the Vendor, the relevant Trustee and the Company (as relevant) together with evidence that both the Trustees and the Secretary of State for Trade and Industry have approved the identify of the Purchaser; (iiiH) letters a copy of resignation dated as a resolution in the agreed terms of the date manners of Completion, the Company increasing the authorized share capital of all directors the Company to (Pounds)1,000,000 divided into 1,000,000 Ordinary Shares of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1(Pounds)1 each; (ivI) evidence to the reasonable satisfaction of the Purchaser of the due fulfillment of the provisions of clause 5.3 and sub-clause 8.2.2; (J) the Letter of Comfort and Undertaking Tax Deed duly executed by the authorised representative of The Dow Chemical CompanyVendor; (K) the Agreement for Leases and the Ancillary Property Documentation duly executed by the Company and by Coal Pension Properties Limited; and (vL) the Letter of Undertaking duly Supplemental Agreement executed by the authorised representatives Vendor who shall use its best endeavors to procure the execution thereof by the other parties thereto. 8.2.2 the Vendor undertakes to the Purchaser to procure that the following business is transacted at meetings of the Vendors, The Dow Chemical directors of the Company and Global Industrial Corporation.where relevant of the Subsidiary: (bA) the directors of the Company shall approve the transfers of the Controlling Shares for registration and the entry of the transferee in the register of members of the Company, in each case subject only to the transfers being subsequently presented duly stamped; (B) the situation of the registered office of the Company and of the Subsidiary shall be changed to ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (C) the accounting reference date of the Company and of the Subsidiary shall be changed to 31st December 1996; (D) any person nominated by the Purchaser for appointment as a director of the Company or of the Subsidiary shall be so appointed; (E) KPMG shall be appointed to replace the existing auditors of the Company and of the Subsidiary; (F) the directors of the Company shall approve the Management Agreements, Management Agreement Side Letters and the Agreement for Leases and the Ancillary Property Documentation for execution; (G) the directors of the Company shall approve the application for the subscription by the Purchaser for such number of Ordinary Shares of (Pounds)1 each in the capital of the Company as the Purchaser shall specify in the letter referred to in clause 8.2.3(C) and allot the said Ordinary Shares of (Pounds)1 each to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (iiH) the directors of the Company will approve the entering into by the Company of a subordinated loan with the Purchaser on standard IMRO terms and the making by the Company of drawings thereunder. 8.2.3 the Purchaser shall deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approveVendor: (aA) evidence to the transfer reasonable satisfaction of the Sale Shares to Vendor of the authority of any person executing this Agreement and any other agreed form document hereunder on the Purchaser's behalf; (bB) the acceptance amount referred to in sub-clause 3.1 (less the amount paid under sub-clause 5.3.1) by means of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver CHAPS automated transfer to the Vendors a counterpart Vendor's bank account at Bank of each of the Agreements for Termination of Operational AgreementsEngland Sort Code 10-00-00 British Coal Corporation Central Account, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' AgreementAccount Number 51022990; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasol.

At Completion. 5.3.1 the Vendor and the Vendor Guarantor shall deliver to the Company (a) the Vendors shall deliver, or cause to be delivered, the following documents with certified copies to the Purchaser: (i) the original share certificate(s) relating to all the Sale Shares; (ii) duly executed original share transfer form(s) in respect of the Sale Shares in favour of the Purchaser; (iii) letters of resignation dated as of by all the date of CompletionResigning Directors, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) expressed to be subject to the Purchaser’s receipt Offer proceeding, with effect from the later of all (1) the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart first closing date of the Letter of Undertaking Offer and each (2) the date on which the Offer becomes or is declared unconditional (or such earlier date as the Executive under the Takeovers Code may permit) but otherwise unconditional and irrevocable, as directors of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors Company and of each of OGM, OOM and OCM to resolve to approve: (a) the transfer subsidiary of the Sale Shares to Company of which they are respectively directors, confirming, in each case, that they have no claims against the Purchaser; (b) Company or the acceptance of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM relevant subsidiary (as the case may be)., whether by way of compensation for loss of office or otherwise howsoever; and 5.04 Following Completion, 5.3.2 the parties agree Vendor shall procure that if a board meeting of the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) Company is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 held at which resolutions shall be adjusted passed approving:- 5.3.2.1 the resignations of the Resigning Directors, as directors of the Company referred to in accordance Clause 5.3.1; and 5.3.2.2 the appointment with the provisions of Schedule 2. 5.05 With effect from the date of Completion: posting of the Offer Document (a) subject to Clause 5.05(b) and Clause 5.05(cor such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and irrevocable basis, of such persons as the Vendors Purchaser shall nominate as directors of the Company; and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement Vendor shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only deliver to the extent that they relate to books, records, documents, information and reports relating to Purchaser certified copies of the period up to Completion and are necessary for minutes of the Vendors to have access to for purposes of its reporting and regulatory requirementsboard meeting containing those resolutions; and (iii) 5.3.3 the rights (if any) Vendor shall procure that a board meeting of (A) Vendor 2 and/or each key subsidiary of the Company nominated by the Purchaser and is held at which resolutions shall be passed approving: 5.3.3.1 the consequent liability of any other party arising from any breach resignations of the OCM Shareholders’ Agreement prior to the termination Resigning Directors, as directors of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligationskey subsidiary; and (c) 5.3.3.2 the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser appointment with effect from Completion. For the avoidance date of doubt, the provisions posting of this Clause 5.05(c) shall be binding only as between the Offer Document (or such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and Vendor 2 and shall not in any way be construed irrevocable basis, of such persons as an obligation on the Purchaser or shall nominate as directors of such key subsidiary. and the Vendor 2 shall deliver to cause the Purchaser certified copies of the minutes of the board meetings of each such provisions be made binding as between Vendor 2 and Sasolkey subsidiary containing those resolutions.

At Completion. (a) the Vendors Sellers shall deliver, deliver or cause to be delivered, the following documents make available to the PurchaserBuyer: (i) the original share certificate(s) relating to all the Sale Shares; (ii) duly executed original share transfer form(s) in respect 9.2.1 transfers of the Sale Shares in favour of the Purchaser; (iii) letters of resignation dated as of the date of CompletionBuyer or its nominee, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) the transfer of the Sale Shares to the PurchaserSellers or any other registered holders; (b) 9.2.2 the acceptance of share certificates representing the resignations of Shares or an indemnity in the directors whose agreed form for any missing share certificates; 9.2.3 the resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart from their respective offices of each of the Agreements for Termination directors and the secretary of Operational Agreementsthe Company, New Operational Agreementsin the agreed form, executed as a deed; 9.2.4 details of the amounts, in each case as at Completion, of the Shareholder Loans, the Letter of Undertaking Inter-Company Debts and the Letter Borrowings; 9.2.5 a deed of Comfort and Undertaking duly release in a form reasonably acceptable to the Buyer executed by OGMBarclays Bank plc with regard to the Shares held by Travelex UK Limited and a deed of release in a form reasonably acceptable to the Buyer executed by National Westminster Bank plc with regard to the Shares held by Snax 24 Corporation Limited; 9.2.6 all consents required for the sale of the Shares from Apax Partners Europe Managers Limited and agents of senior and mezzanine financiers under certain financing arrangements; 9.2.7 the seal (if any), OOM statutory books and OCM certificate of incorporation (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position and any certificate of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2incorporation on change of name) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions Company; 9.2.8 a certified copy of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors Termination Agreement executed by each Seller and the Purchaser discharge and release Company; 9.2.9 the Transitional Services Agreement executed by Travelex UK Limited; 9.2.10 a list of all Site Agreements falling within paragraph 1.6.6 of part 4 of schedule 2; 9.2.11 a list of all ATMs for which planning permission has been obtained as described in paragraph 1.6 of part 6 of schedule 2; 9.2.12 a certified copy of the minutes of a meeting of the directors of each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from Seller in the rights and obligations under agreed form resolving that the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' relevant Seller should enter into this Agreement, and waive all claims each other document to be signed by it at Completion, and authorising the execution of those documents by each person signing on behalf of that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirementsSeller; and (iii) 9.2.13 confirmation, in a form reasonably acceptable to the rights (if any) of (A) Vendor 2 and/or Buyer, that the Purchaser master agreement between Travelex UK Limited, TotalFinaElf UK Limited and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; Company has not been terminated and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated continues in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasolforce.

At Completion. (a) the Vendors shall deliver, Seller shall: 6.2.1 deliver or cause to be delivered, the following documents delivered to the PurchaserBuyer or the Target Companies (as applicable): (A) a copy of the minutes of meeting or resolutions of the board of directors of the Seller (or extracts thereof) approving the sale of the Sale Shares and authorising the Seller to enter into and perform its obligations under this Agreement and any of the documents referred to in it to which it is a party; (B) transfers of all the Sale Shares each duly executed by the Seller in favour of the Buyer or its nominee together with definitive share certificates for them each showing the name of the relevant Seller as the registered holder; (C) evidence to the Buyer's reasonable satisfaction of fulfilment of Conditions 4.1; (D) the written resignations of all directors and any officer of the Target Companies (other than any director or secretary whom the Buyer may wish to remain in office) executed as a deed and waiving all claims against the Target Companies in the agreed form; (E) to the extent not in the possession of the Target Companies, all: (i1) material books of account or references of customers and suppliers and other material records and all insurance policies in respect of the businesses of each of the Target Companies; (2) licences, consents, permits and authorisations obtained by or issued to each of the Target Companies; (3) books and records of each of the Target Companies relating to the employees and directors of each of the Target Companies; (4) cheque books, certificates of incorporation, common seals, and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of each of the Target Companies together with all unused share certificates; and (5) title deeds, leases, licences and documents relating to each of the MPP Project Vessels and the title of the Target Companies to each of the MPP Project Vessels; 6.2.2 procure that the following business is transacted at meetings of the directors of each of the Target Companies: (A) the original share certificate(sdirectors of each of the Target Companies shall approve the respective registration of the transfers of the Sale Shares to the Buyer or its nominee and the entry of the transferee in the register of members of each of the Target Companies; and (B) relating any person nominated by the Buyer for appointment as a director or other officers of each of the Target Companies shall be so appointed; 6.2.3 procure such waivers and consents as may be necessary to enable the Buyer to become the registered holder of all the Sale Shares; (ii) duly executed original share 6.2.4 novate and transfer form(s) to the Buyer, the Shareholder’s Loans between the Seller and the Target Companies, which novation and transfer agreements shall be in respect the form satisfactory to the Buyer; 6.2.5 take such steps as are required to transfer the Sale Shares, including registering the transfer of the Sale Shares pursuant to this Agreement in favour the share register of the Purchaser; (iii) letters of resignation dated as of the date of CompletionTarget Companies, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) reflecting the transfer of the Sale Shares to the Purchaser; (b) Buyer and the acceptance cancellation of the resignations documents of the directors whose resignation letters have been delivered title in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver relation to the Vendors a counterpart of each of the Agreements for Termination of Operational AgreementsSale Shares, New Operational Agreementsif any, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only issued to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law)Seller; (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasol.

At Completion. (a) 6.2.1 the Vendors Seller shall deliver, deliver or cause to be delivered, the following documents delivered to the Purchaser: (iA) the original share certificate(s) relating to a deed of transfer transferring all the Sale Shares; (ii) duly executed original share transfer form(s) in respect of the Sale Shares in favour of the PurchaserPurchaser duly executed by YCM (as the registered holder of the Sale Shares) together with share certificate(s) showing YCM as the registered holder; (iiiB) letters evidence that the Purchaser has been registered as the holder of resignation dated the Sale Shares in the register of shareholders of the Company and a share certificate in the name of the Purchaser in respect of the Sale Shares; (C) evidence to the Purchaser’s reasonable satisfaction of the fulfilment of the Conditions; (D) written resignations of all of the Directors and Commissioners in place immediately prior to Completion; (E) a certified copy of the minutes of general meeting of the shareholders of the Company or of a circular resolution of the shareholders of the Company: (1) accepting the resignations referred to in the preceding paragraph and acquitting and discharging (acquit et decharge) such persons from liabilities for the carrying out of their duties to the extent those duties have been duly discharged in accordance with legal obligations; (2) appointing 5 persons as Directors and 5 persons as Commissioners who are nominated by the Purchaser, such persons to be notified by the Purchaser to the Seller no less than five Business Days prior to the date of Completion; (3) appointing 3 person as Directors and 3 persons as Commissioners who are nominated by the Seller, such persons to be notified by the Seller to the Purchaser no less than five Business Days prior to Completion; (4) making such amendments as necessary so that the New Articles are the articles of association of the Company. (F) any power of attorney or other authority under which this Agreement or any document referred to in it is executed by the Seller; (G) evidence of the satisfaction or waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Sale Shares, under the articles of association of the Company or otherwise; (H) the Shareholders Agreement duly signed by each of Asia Mobile, ATT and the Company; (I) a certificate from each of the Sellers certifying that the Warranties are true and accurate in all material respects as at Completion; (J) certified copies of any necessary board or shareholder approvals needed for the entering into of this Agreement and consummation of the transactions contemplated herein by each of YCM, Asia Mobile and ATT. 6.2.2 the Purchaser shall deliver to the Seller: (A) evidence that it has irrevocably instructed its bank to pay by electronic transfer in immediately available funds for same day value to the account of the Seller, such account to be notified to the Purchaser by the Seller not less than five Business Days prior to the date of Completion, the amount referred to clause 4, such evidence to be by way of all directors SWIFT MT103 (or comparable form) payment confirmation (and receipt of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially such amount in cleared funds in the form annexed hereto in Schedule 1nominated account before 2p.m. on the Business Day following Completion shall constitute valid discharge of the Purchaser’s obligations under Clause 4) ; (ivB) the Letter of Comfort and Undertaking Shareholders Agreement duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed signed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) the transfer of the Sale Shares to or the Purchaser’s assignee); (bC) certified extract of any necessary board, managing director or shareholder approvals needed for the acceptance entering into of the resignations this Agreement and consummation of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The herein by the Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (Purchaser’s assignee as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasol.

At Completion. (a) the Vendors Seller shall deliver, deliver or cause to be delivered, procure the following documents delivery to the PurchaserBuyer or the Buyer's Solicitors of the following: (i4.3.1 duly executed transfer(s) of the original Shares to the Buyer or the Buyer's nominee(s) and the relevant share certificate(s) relating to all the Sale Shares; (ii) duly executed original share transfer form(s) in respect of the Sale Shares in favour of the Purchaser; (iii) letters of resignation dated as of the date of Completion, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially an indemnity in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) the transfer of the Sale Shares to the Purchaser; (b) the acceptance of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Lawagreed form); 4.3.2 the certificate of incorporation (ii) the survival including any certificate on change of Articles 12.4 (Location name), of each Group Company, each register minute and Access other book required to Books/Records) and 12.8 (Other Financial Reports) only be kept by such Group Company pursuant to the extent that they relate to booksCompanies Act, records, documents, information and reports relating to the period complete up to Completion (but not including) Completion, and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights common seal (if any) of each Group Company; 4.3.3 share certificates for all issued shares in the capital of the Subsidiaries (Aor an indemnity in the agreed form); 4.3.4 a copy of a release in the agreed form from First Union of the First Group Companies from all liabilities under the First Union Credit Agreement and of all or any charges over the Shares granted to First Union pursuant to the terms of the First Union Credit Agreement, such release being conditional only upon the receipt by First Union (with value as of the Completion Date) Vendor 2 and/or of funds sufficient to satisfy the Purchaser indebtedness outstanding under the First Union Credit Agreement; 4.3.5 evidence that, apart from the Seller Receivable, debts and accounts between, on the one hand, each of the Group Companies and, on the other, any other member of the Sellers' Group have either been fully paid and settled or waived and that there are no outstanding agreements or arrangements under which any of the Group Companies have or would have any obligation to any other member of the Seller's Group; 4.3.6 resignation letters in the agreed form signed by each director and the consequent liability secretary of each of the Group Companies (other than Ian Thornley) acknowledging that each has no claim against the ▇elevant Group Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever; 4.3.7 a copy of a letter of resignation in the agreed form from the auditors of each of the Group Companies containing a statement pursuant to section 394(1) of the Companies Act that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of any other party arising from any breach members or creditors; 4.3.8 a legal opinion of King & Spalding in the agreed form in respect of the OCM Shareholders’ capacity of the Guarantor to enter into this Agreement, the Tax Deed and the Bourne End Agreement; 4.3.9 a counterpart of the Tax Deed duly executed by the Seller and the Guarantor; 4.3.10 a copy of an extract from the board minutes of a meeting of the Guarantor's board of directors authorising the execution by each person executing a document on the Guarantor's behalf, and the performance by the Guarantor of this Agreement; 4.3.11 the Bourne End Agreement prior duly executed by the Seller, the Guarantor and Right4Staff; 4.3.12 insofar as they are not in the possession of or being held to the termination order of a Group Company or have otherwise been disclosed in the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or Disclosure Letter as being missing or otherwise unavailable, the Purchaser and the consequent liability documents of any other party arising from any breach of the OGM Shareholders’ Agreement prior title to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligationsProperties; and (c) 4.3.13 the OOM Shareholders' Escrow Agreement shall terminate as between duly executed by the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and SasolSeller.

At Completion. (a) 5.3.1 the Vendors shall deliver, deliver or cause to be delivereddelivered to the Purchaser or the Purchaser's Solicitors: (A) duly executed transfers to the Purchaser or its nominee of the Shares, together with definitive share certificates for them in the names of the relevant transferors; (B) any power of attorney under which any document is executed on behalf of the Vendors or the Vendors' Guarantor; (C) evidence of the authority of any person executing this Agreement and the documents in the agreed terms referred to herein on behalf of the Vendors and the Vendors' Guarantor; (D) the Tax Deed duly executed on behalf of the Vendors; (E) the written resignations of all directors of the Company and each of the Subsidiaries other than the current executive directors of the Company and the Subsidiaries, Sally Griffiths and the directors of The ▇▇▇▇▇▇▇▇▇ (▇▇▇8) Limited; (F) the certificates of incorporation, common seals, all statutory and minute books (which shall be written up to, but not including, the following documents date of Completion) and share certificate books of the Company together with all unused share certificate forms and the certificates of incorporation for each of the Subsidiaries, and for each of the Subsidiaries the common seals, statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books shall be delivered to the Purchaser: (i) the original share certificate(s) relating to all the Sale Shares's control; (iiG) definitive certificates in respect of all the shares beneficially owned by the Company or any of the Subsidiaries in each of the Subsidiaries and the Joint Venture Companies and Press Association Limited; (H) such deeds as may be in the possession of the Vendors relating to the title of the Company or any of the Subsidiaries to each of the Properties and the Ancillary Properties; (I) duly executed original share transfer form(sdeeds of release in a form reasonably satisfactory to the Purchaser acting reasonably, of the Company and the Subsidiaries from all mortgages and charges subsisting over the assets of the Company and Subsidiaries securing Borrowed Money Indebtedness as at Completion (including, without limitation, all security arrangements entered into by them in relation to the Wachovia Guarantee including all charges set out in the agreed terms list of charges) together with duly sworn forms 403a in respect thereof; (J) duly executed payoff letter discharging the Company and the applicable Subsidiaries from, inter alia, its obligations under the Wachovia Guarantee, in a form reasonably acceptable to the Purchaser acting reasonably; (K) letters of resignation of the Sale existing auditors of the Company and each of the Subsidiaries complying with section 392 of the Companies Act; (L) irrevocable powers of attorney in the agreed terms executed by each of the holders of the Shares in favour of the PurchaserPurchaser appointing the Purchaser to be its lawful attorney in respect of the Shares; (iiiM) letters of resignation dated as the executed assignment in the agreed terms in respect of the date of Completion, of all directors of OGM, OOM Vendors' and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical CompanyVendors' Guarantor's obligations under clause 11.2; and (vN) a letter in a form reasonably satisfactory to the Letter of Undertaking duly executed by Purchaser acting reasonably from the authorised representatives Company to the Purchaser confirming the location of the Vendors, The Dow Chemical deeds to the Properties. 5.3.2 the Vendors undertake to the Purchaser to procure that the following business is transacted at meetings of the directors of the Company and Global Industrial Corporation. (b) subject to each of the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shallSubsidiaries: (iA) pay the Initial Consideration directors of the Company shall approve the transfers of the Shares for registration and the entry of the transferees in the register of members of the Company, in each case subject only to the Vendors in accordance with Clause 3transfers being subsequently presented duly stamped; (B) that any person who does not immediately following Completion continue to be employed by, or to be a director of, the Company or one of the Subsidiaries shall cease to be authorised under the existing mandates for the operation of the bank accounts of the Company and each of the Subsidiaries; (C) any person nominated by the Purchaser for appointment as a director or the secretary of the Company shall be so appointed; and (iiD) PricewaterhouseCoopers shall be appointed to replace the existing auditors of the Company; 5.3.3 the Purchaser shall deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approveVendors' Solicitors: (aA) evidence of the authority of any person executing this Agreement on behalf of the Purchaser and the Purchaser's Guarantor; and (B) the transfer Tax Deed duly executed on behalf of the Sale Shares to the Purchaser; (b) the acceptance of the resignations of the directors whose resignation letters have been delivered in accordance 5.3.4 simultaneously with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to compliance by the Vendors a counterpart of each of the Agreements for Termination of Operational Agreementsin all material respects with their obligations contained in clauses 5.3.1, New Operational Agreements, the Letter of Undertaking 5.3.2 and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be)5. 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OCM Shareholders’ Agreement prior to the termination of the OCM Shareholders’ Agreement; and (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such obligations; and (c) the OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the survival of Articles 12.4 (Location of and Access to Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (iii) unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to cause such provisions be made binding as between Vendor 2 and Sasol.