Common use of Completion Statement Clause in Contracts

Completion Statement. 5.1 The Purchaser shall, as soon as reasonably practicable after Completion and in any event by 31 August 2002, prepare and submit to the Vendor a draft of the Completion Statement (“the Draft Statement”). The Draft Statement shall be prepared in accordance with Schedule 5. 5.2 The Vendor shall within 20 Business Days after receipt of the Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all such assistance and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute shall be referred to an independent firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of a failure to agree upon the identity of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor or the Purchaser. 5.5 The independent firm of chartered accountants referred to in Clause 5.4 shall determine the Completion Statement which, save in the case of manifest error, will be final and binding on the Parties. The Vendor and the Purchaser shall procure that such firm is given all such assistance and access to all such information in the Vendor’s possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 The Purchaser shall7.7.1 As per the Closing Date, as soon as reasonably practicable after a completion statement (“Completion Statement”) shall be prepared on an accrual basis (in Danish: “fuld periodiseret”) regarding allocation between the Parties of costs, expenses, income, taxes (cf. Clause 7.7.2 below), and in any event by 31 August 2002, prepare and submit the like relating to the Vendor a draft of Business and the Transferred Employees as follows: (i) the Completion Statement (“shall include all current income accruing and expenditure incidental to the Draft Statement”)Business as well as prepaid costs and expenses paid by the Seller but relating to the period after the Closing Date. The Draft Completion Statement shall in respect to the Transferred Employees specify all accrued but not yet paid or exercised rights of the Transferred Employees as per the Closing Date, including documented accrued overtime not yet paid or taken as time off in lieu of overtime, accrued holiday entitlements, extra holidays and accrued benefits, all of which shall remain the obligation of and shall be paid by the Seller in due course; (ii) the Completion Statement shall be prepared in accordance with Schedule 5. 5.2 The Vendor shall within 20 and submitted by the Buyer to the Seller no later than forty-five (45) Business Days after following the Closing Date. The Seller shall be granted reasonable access to all necessary information and documentation relating to the Completion Statement; (iii) no later than twenty (20) Business Days following receipt of the Draft Completion Statement, give the Seller shall provide written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all Seller disagrees with the Completion Statement accompanied by a reasonably detailed substantiation thereof, otherwise the Completion Statement becomes final and binding on the Parties; (iv) if the Seller within the twenty-day period provided for in romanette (iii) above disagrees with the Completion Statement, the Seller has the right to request a review of the calculation by an independent auditor appointed by FSR—Danish Auditors (in Danish: “FSR—Danske Revisorer”). If such assistance and access to all such information review confirms the calculation or concludes that the correct result was within five per cent (5%) of the result in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified thereinCompletion Statement, then the Draft Statement Seller shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments pay all costs related to the Draft Statementappointment of the auditor, it shall within such notice inform otherwise the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure costs are payable by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute Buyer. The auditor’s calculation shall be referred to an independent firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of a failure to agree upon the identity of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor or the Purchaser. 5.5 The independent firm of chartered accountants referred to in Clause 5.4 shall determine the Completion Statement which, save in the case of manifest error, will be final and binding on the Parties. The Vendor and ; and (v) the Purchaser shall procure that such firm is given all such assistance and access to all such information in the Vendor’s possession or control or, in the case balance of the Purchaser, Completion Statement shall be settled by payment made in cash from the possession respective Party directly to the appropriate payee within thirty (30) days. 7.7.2 Specifically in respect to taxes the Parties agree that all taxes related to the Business accrued or control accruable with respect to events occurring prior to the close of business on the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm Closing Date shall be borne by the Seller. For this purpose, the Closing Date shall be treated as that firm the last day of a taxable period, whether or not the taxable period in fact ends on such date. All taxes related to the Business accrued or accruable with respect JKM/JKM/1037031 15 MAY 2016 to events occurring after the close of business on the Closing Date will be borne by the Buyer. Real and personal property taxes with respect to any Assets for any taxable period commencing prior to the Closing Date and ending after the Closing Date shall decide or, be prorated based on the ratio of number of days in the absence pre-Closing period to the number of days in the actual taxable period with respect to which tax is assessed, irrespective of when such directiontaxes are due, equally by the Vendor on the one hand become a lien or are assessed. Sales and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps use taxes shall be required deemed to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV accrue as property is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shallpurchased, within 5 Business Days of the agreement sold, used or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which transferred. All other taxes shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made accrue in accordance with generally accepted accounting principles. The Party responsible for bearing the relevant taxes will file all necessary tax returns and other documentation in connection with the taxes and charges encompassed in this Clause 7. If 7.6.2, and the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 costs of preparing and making such filing shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to such Party if and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day yearwhen due.

Completion Statement. 5.1 The Purchaser shall6.1 On the Completion Statement Release Date, as either: 6.1.1 if there is a Positive Adjustment, the Buyer shall pay an amount equal to such Positive Adjustment to the Sellers together with the Retained Completion Statement Consideration, and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the Buyer’s obligations, in respect of this Clause 6.1.1; or 6.1.2 if there is a Negative Adjustment, an amount equal to the difference between the Retained Completion Statement Consideration and such Negative Adjustment shall be released from the Retained Completion Statement Consideration and paid to the Sellers and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the parties’ obligations, in respect of this Clause 6.1.2; or 6.1.3 if the value of the Upfront Payment is equal to the Estimated Consideration, the Retained Completion Statement Consideration shall be released and paid to the Sellers and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the Buyer’s obligations, in respect of this Clause 6.1. 6.2 As soon as reasonably practicable after following Completion and but in any event by 31 August 2002within [***] after the Completion Date, prepare the Buyer shall procure the preparation of a draft Completion Statement on the basis of the Accounting Policies and submit in the same (or substantially the same) format as the Estimated Completion Statement. 6.3 When the draft Completion Statement has been prepared, the Buyer shall deliver a copy thereof to the Vendor Sellers’ Representative. The Sellers’ Representative and their accountants shall then have a period of [***] after the date on which the Buyer delivered the draft of the Completion Statement to the Sellers’ Representative (the “Review Period”) within which to review the Draft Statement”). The Draft draft Completion Statement shall be and to satisfy themselves that it has been duly prepared in accordance with Schedule 5. 5.2 this Agreement. The Vendor shall within 20 Business Days after receipt Sellers’ Representative shall, before the expiry of the Draft StatementReview Period, give written notice either: 6.3.1 confirm in writing to the Purchaser stating whether or not Buyer that it proposes any amendments agrees that the draft Completion Statement has been duly prepared; or 6.3.2 give notice in writing to the Draft Statement. The Purchaser shall procure that the Vendor Buyer explaining, in reasonable detail, why it is given all such assistance unable so to confirm and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach setting out details of its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft draft Completion Statement and to the value of the Consideration. 6.4 If the Sellers’ Representative fail to provide such confirmation or the Vendor fails to give written such notice to in accordance with Clause 6.3, the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the draft Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) certificate of Consideration shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the upon expiry of the period Review Period, be deemed to have been finally accepted and agreed by all parties. 6.5 If the Sellers’ Representative serves a valid notice in accordance with Clause 6.3.2: 6.5.1 the Sellers’ Representative (on behalf of 10 Business Days referred the Sellers) and the Buyer shall endeavour to resolve all matters in Clause 5.3 dispute as soon as practicable. If they fail to resolve such matters within [***] of the date on which the Buyer received such notice from the Sellers’ Representative (or such longer period as the Parties may Buyer and the Sellers’ Representative shall agree) such failure (the “Resolution Period”), either the Buyer or the Sellers’ Representative may refer any matter in dispute shall be referred to an independent appropriate firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of international repute for a failure to agree upon the resolution. The identity of such independent firm accountant (who shall be based in the United Kingdom) shall be agreed between the Buyer and the Sellers’ Representative and he shall be appointed within 10 Business Days [***] of either Party nominating a firmthe expiry of the Resolution Period (the “Appointment Period”). If the Buyer and the Sellers’ Representative fail to make such appointment within the Appointment Period, to an independent firm of chartered accountants appointed the appointment shall be made by the President for the time being of the Institute of Chartered Accountants in England and Wales within [***] of the expiry of the Appointment Period, on the application of either both the Vendor or Buyer and the Purchaser. 5.5 The independent firm Sellers’ Representative who shall act together. Such accountant shall be instructed to produce a reasoned determination of chartered accountants referred the matters still in dispute in accordance with the provisions of this Clause 6 and to make such reasoned determination as soon as practicable and in Clause 5.4 any event within [***] of his being instructed. In making such reasoned determination, such accountant shall determine the Completion Statement which, save act as an expert and not as an arbitrator and his decision shall (in the case absence of fraud and manifest error, will ) be final and binding on the Partiesparties. The Vendor Such accountant shall make their determination when both the Buyer and Sellers’ Representatives have had the opportunity to make submissions, and the Purchaser accountant shall procure that such firm is given all such assistance provide the Buyer and access to all such information in the Vendor’s possession or control or, in the case Sellers’ Representative with copies of the Purchaser, in the possession or control others submissions after receipt of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitratorsboth submissions. The costs of such independent firm accountant shall be borne by the parties in such proportions as that firm shall decide he may direct or, in the absence of any such direction, equally as to one half by the Vendor Buyer and as to the other half by the Sellers’ Representative on behalf of the one hand Sellers; and 6.5.2 the parties shall bear their own costs in connection with the resolution of the matters in dispute. 6.6 The Buyer and the Purchaser Sellers’ Representative (on behalf of the otherSellers) hereby waive the right to object to any court order to give effect to any such nomination by the Institute of Chartered Accountants in England and Wales. In any case, such independent firm of chartered accountants shall owe a duty of care to both the Buyer and the Sellers’ Representative. 5.6 If 6.7 For the Completion Statement shows that (i) avoidance of doubt, any line items not identified in the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall notice served in accordance with Clause 6.3.2 as being in dispute will be required deemed to be taken by agreed for the Parties. 5.7 If purposes of this Agreement and will therefore (in the Completion Statement shows that absence of fraud or manifest error) be final and binding upon the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject parties, save where such line item should be changed as provided in clause 5.9) the Vendor shall, within 5 Business Days a direct consequence of the agreement or determination of a disputed line item. 6.8 The Sellers’ Representative and their accountants shall be entitled to examine the working papers relating to the draft Completion Statement for the purposes of their review under Clause 6.3, subject to the Sellers’ Representative complying with any reasonable confidentiality, hold harmless or similar requirements of the Buyer or its accountants in connection with the release of such working papers to the Sellers’ Representative. Subject thereto, the Buyer and the Sellers’ Representative (on behalf of the Sellers) agree that they will promptly provide each other and their respective advisers with all information in their respective possession or control relating to the operations of the Target Group as may be relevant for the case may be) purposes of the Completion Statement, pay and with all good faith co-operation and assistance as may reasonably be required to facilitate the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the production, review and agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 The Purchaser shall, as 7.1 As soon as reasonably practicable possible after the Completion and in any event by 31 August 2002, Date the Vendor shall prepare and submit to the Vendor and the Purchaser shall jointly instruct the Vendor's Accountants to certify a draft statement (the "Completion Statement") for the purposes of calculating and certifying the net amount payable on the Final Payment Date on the basis of such calculation. The parties will respectively endeavour to procure that any information reasonably required by the Vendor's Accountants will be made available to enable the said certification to be completed. 7.2 For the purpose of calculating the net amount payable described in sub-Clause 7.1, the Completion Statement (“the Draft Statement”). The Draft Statement shall be prepared in accordance with the principles set out in Schedule 5. 5.2 The Vendor 3 and the Vendor's Accountants shall within 20 Business Days after receipt issue a certificate with respect thereto jointly addressed to each of the Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all such assistance and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by Purchaser. The Vendor and the Purchaser shall each afford every assistance and use all reasonable endeavours to submit ensure that the Draft Completion Statement shall be prepared and delivered to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as soon as possible after the Completion Date. 7.3 Subject to any matter relevant to Clause 7.4, the Draft Statement remaining unresolved at the expiry certificate of the period of 10 Business Days Vendor's Accountants referred to in Clause 5.3 (or such longer period sub-clause 7.1 as to the Parties may agree) such failure or dispute net amount payable pursuant to the Completion Statement shall be binding on the parties hereto and the amount due shall be paid by the relevant party on the Final Payment Date by CHAPS and/or other electronic means giving immediate value. 7.4 The Purchaser shall notify the Vendor in writing within 14 business days of receiving the Completion Statement either that it approves the Completion Statement, or that it does not so approve it together with written details of the matters relating to the Completion Statement which it disputes. 7.5 Any matter which the Purchaser shall dispute may be referred for final settlement to an independent firm of a chartered accountants agreed accountant nominated jointly by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in failing such nomination within 14 days after the event of a failure to agree upon the identity of such independent firm within 10 Business Days request of either Party nominating a firmof those parties to the other, to an independent firm nominated at the request of chartered accountants appointed either of those parties by the President for the time being of the Institute of Chartered Accountants in England and Wales on Wales. The chartered accountant (howsoever appointed) shall act as an expert and not as an arbitrator and his or her decision as to the application of either the Vendor or the Purchaser. 5.5 The independent firm of chartered accountants referred to matter in Clause 5.4 dispute shall determine the Completion Statement which, save (in the case absence of manifest error, will ) be final and binding on the Partiesparties. The In the event that the amount in dispute is determined by the expert to vary from the amount certified by the Vendor's Accountants by more than 5% of the certified amount, then the expert's fees shall be paid by the Vendor, but shall otherwise be paid by the Purchaser. 7.6 Following settlement of any such matter which the Purchaser shall have disputed (whether settled pursuant to sub-Clause 7.5 or otherwise by agreement between the Vendor and the Purchaser shall procure that such firm is given all such assistance and access to all such information in the Vendor’s possession or control orPurchaser), in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows shall be finalised in accordance with that (i) settlement and payment shall then be made in accordance with sub-clause 7. 7.7 The Completion Statement is subject to correction and adjustment by either party for a period of 3 months following it being finalised to take into account any matter that would have affected the amount calculation of the Completion NAV is equal Statement in accordance with this Clause 7 but not included at the time it was calculated, or to Completion NAV Target or (ii) that rectify any miscalculation not identified at the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If time the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made was calculated in accordance with Clause 7. If , and such correction and adjustment shall be agreed by the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made parties in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as provisions set out in Clause 5.9) or by the Purchaser Clauses 7.2 to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.7.6

Completion Statement. 5.1 The Purchaser shall6.1 On the Completion Statement Release Date, as either: 6.1.1 if there is a Positive Adjustment, the Buyer shall pay an amount equal to such Positive Adjustment to the Sellers together with the Retained Completion Statement Consideration, and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the Buyer’s obligations, in respect of this Clause 6.1.1; or 6.1.2 if there is a Negative Adjustment, an amount equal to the difference between the Retained Completion Statement Consideration and such Negative Adjustment shall be released from the Retained Completion Statement Consideration and paid to the Sellers and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the parties’ obligations, in respect of this Clause 6.1.2; or 6.1.3 if the value of the Upfront Payment is equal to the Estimated Consideration, the Retained Completion Statement Consideration shall be released and paid to the Sellers and the Buyer shall not be under any obligation to pay any additional amounts to the Sellers, and payment of such amount in cash in accordance with Clause 3.9 shall be an absolute discharge of the Buyer’s obligations, in respect of this Clause 6.1.3. 6.2 As soon as reasonably practicable after following Completion and but in any event by 31 August 2002within [***] after the Completion Date, prepare the Buyer shall procure the preparation of a draft Completion Statement on the basis of the Accounting Policies and submit in the same (or substantially the same) format as the Estimated Completion Statement. 6.3 When the draft Completion Statement has been prepared, the Buyer shall deliver a copy thereof to the Vendor Sellers’ Representative. The Sellers’ Representative and their accountants shall then have a period of [***] after the date on which the Buyer delivered the draft of the Completion Statement to the Sellers’ Representative (the “Review Period”) within which to review the Draft Statement”). The Draft draft Completion Statement shall be and to satisfy themselves that it has been duly prepared in accordance with Schedule 5. 5.2 this Agreement. The Vendor shall within 20 Business Days after receipt Sellers’ Representative shall, before the expiry of the Draft StatementReview Period, give written notice either: 6.3.1 confirm in writing to the Purchaser stating whether or not Buyer that it proposes any amendments agrees that the draft Completion Statement has been duly prepared; or 6.3.2 give notice in writing to the Draft Statement. The Purchaser shall procure that the Vendor Buyer explaining, in reasonable detail, why it is given all such assistance unable so to confirm and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach setting out details of its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft draft Completion Statement and to the value of the Consideration. 6.4 If the Sellers’ Representative fail to provide such confirmation or the Vendor fails to give written such notice to in accordance with Clause 6.3, the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the draft Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) certificate of Consideration shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the upon expiry of the period Review Period, be deemed to have been finally accepted and agreed by all parties. 6.5 If the Sellers’ Representative serves a valid notice in accordance with Clause 6.3.2: 6.5.1 the Sellers’ Representative (on behalf of 10 Business Days referred the Sellers) and the Buyer shall endeavour to resolve all matters in Clause 5.3 dispute as soon as practicable. If they fail to resolve such matters within [***] of the date on which the Buyer received such notice from the Sellers’ Representative (or such longer period as the Parties may Buyer and the Sellers’ Representative shall agree) such failure (the “Resolution Period”), either the Buyer or the Sellers’ Representative may refer any matter in dispute shall be referred to an independent appropriate firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of international repute for a failure to agree upon the resolution. The identity of such independent firm accountant (who shall be based in the United Kingdom) shall be agreed between the Buyer and the Sellers’ Representative and he shall be appointed within 10 Business Days [***] of either Party nominating a firmthe expiry of the Resolution Period (the “Appointment Period”). If the Buyer and the Sellers’ Representative fail to make such appointment within the Appointment Period, to an independent firm of chartered accountants appointed the appointment shall be made by the President for the time being of the Institute of Chartered Accountants in England and Wales within [***] of the expiry of the Appointment Period, on the application of either both the Vendor or Buyer and the Purchaser. 5.5 The independent firm Sellers’ Representative who shall act together. Such accountant shall be instructed to produce a reasoned determination of chartered accountants referred the matters still in dispute in accordance with the provisions of this Clause 6 and to make such reasoned determination as soon as practicable and in Clause 5.4 any event within [***] of his being instructed. In making such reasoned determination, such accountant shall determine the Completion Statement which, save act as an expert and not as an arbitrator and his decision shall (in the case absence of fraud and manifest error, will ) be final and binding on the Partiesparties. The Vendor Such accountant shall make their determination when both the Buyer and Sellers’ Representatives have had the opportunity to make submissions, and the Purchaser accountant shall procure that such firm is given all such assistance provide the Buyer and access to all such information in the Vendor’s possession or control or, in the case Sellers’ Representative with copies of the Purchaser, in the possession or control others submissions after receipt of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitratorsboth submissions. The costs of such independent firm accountant shall be borne by the parties in such proportions as that firm shall decide he may direct or, in the absence of any such direction, equally as to one half by the Vendor Buyer and as to the other half by the Sellers’ Representative on behalf of the one hand Sellers; and 6.5.2 the parties shall bear their own costs in connection with the resolution of the matters in dispute. 6.6 The Buyer and the Purchaser Sellers’ Representative (on behalf of the otherSellers) hereby waive the right to object to any court order to give effect to any such nomination by the Institute of Chartered Accountants in England and Wales. In any case, such independent firm of chartered accountants shall owe a duty of care to both the Buyer and the Sellers’ Representative. 5.6 If 6.7 For the Completion Statement shows that (i) avoidance of doubt, any line items not identified in the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall notice served in accordance with Clause 6.3.2 as being in dispute will be required deemed to be taken by agreed for the Parties. 5.7 If purposes of this Agreement and will therefore (in the Completion Statement shows that absence of fraud or manifest error) be final and binding upon the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject parties, save where such line item should be changed as provided in clause 5.9) the Vendor shall, within 5 Business Days a direct consequence of the agreement or determination of a disputed line item. 6.8 The Sellers’ Representative and their accountants shall be entitled to examine the working papers relating to the draft Completion Statement for the purposes of their review under Clause 6.3, subject to the Sellers’ Representative complying with any reasonable confidentiality, hold harmless or similar requirements of the Buyer or its accountants in connection with the release of such working papers to the Sellers’ Representative. Subject thereto, the Buyer and the Sellers’ Representative (on behalf of the Sellers) agree that they will promptly provide each other and their respective advisers with all information in their respective possession or control relating to the operations of the Target Group as may be relevant for the case may be) purposes of the Completion Statement, pay and with all good faith co-operation and assistance as may reasonably be required to facilitate the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the production, review and agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 The 9.1 Forthwith after Completion, the Purchaser shall, as soon as reasonably practicable after Completion and in any event by 31 August 2002, shall prepare and submit to the Vendor a draft of the Completion Statement (the “the Draft Completion Statement”). ) and shall procure that it is delivered to the Sellers’ Representative for review within thirty (30) days from Completion. 9.2 The Draft Completion Statement shall be prepared calculated in accordance with the policies, practices and procedures set out in Schedule 56 (Completion Statement). 5.2 9.3 Subject to clause 9.7.5, the Beneficial Sellers and the Purchaser shall each bear their own costs and expenses arising out of the preparation and review of the Completion Statement. 9.4 The Vendor Sellers’ Representative shall notify the Purchaser in writing within 20 Business Days after thirty (30) days of receipt of the Draft Statement, give written notice to the Purchaser stating draft Completion Statement of whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that Beneficial Sellers accept the Vendor is given all such assistance and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the draft Completion Statement for the purposes of this Agreement. . 9.5 If the Vendor gives Sellers’ Representative notifies the Purchaser that the Beneficial Sellers do not accept the draft Completion Statement: 9.5.1 she shall, at the same time as she notifies the Purchaser that the Beneficial Sellers do not accept the draft Completion Statement, set out in such notice within in writing reasons for such non-acceptance and specify the time limit specified adjustments which, in Clause 5.2 that it does have proposed amendments the Beneficial Sellers’ opinion, should be made to the Draft draft Completion Statement in order to comply with the requirements of this Agreement (“Notice of Disagreement”); and 9.5.2 the Sellers’ Representative and the Purchaser shall use all reasonable endeavours to: (a) meet and discuss the objections of the Beneficial Sellers; and (b) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Statement, it in each case, within twenty one (21) days of the Notice of Disagreement. Any matters which are not included in the Notice of Disagreement shall within such notice inform be deemed to have been accepted by the Beneficial Sellers. 9.6 If the Beneficial Sellers are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Sellers’ Representative and the Purchaser) or if the Sellers’ Representative fails to notify the Purchaser of its proposed amendments and the Vendor and Beneficial Sellers’ non-acceptance of the Purchaser (or their respective accountants) shall, draft Completion Statement in accordance with clause 9.4 within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the thirty (30) day period referred to in Clause 5.1; orclause 9.4, then the draft Completion Statement (incorporating any agreed adjustments) shall be deemed to constitute the Final Completion Statement (the “Final Completion Statement”) for the purposes of this Agreement. 5.4.2 any dispute between 9.7 If the Vendor Sellers’ Representative and the Purchaser as to any matter relevant to do not reach agreement within the Draft Statement remaining unresolved at the expiry of the twenty one (21) day period of 10 Business Days referred to in Clause 5.3 clause 9.5.2 (or such longer period other time as the Parties Sellers’ Representative and the Purchaser may agreeagree in writing) such failure or then the matters in dispute (and only those) shall be referred to referred, on the application of either the Sellers’ Representative or the Purchaser, for determination by an independent firm of internationally recognised chartered accountants to be agreed upon by the Vendor Sellers’ Representative and the Purchaser within 5 Business Days of such failure or notification of dispute or, in failing agreement, to be selected, on the event of a failure to agree upon the identity of such independent firm within 10 Business Days application of either Party nominating a firmthe Sellers’ Representative or the Purchaser, to an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on or his duly appointed deputy (the application of either “Expert”). The following provisions shall apply to such determination: 9.7.1 the Vendor or Purchaser and/or the Purchaser. 5.5 The independent firm of chartered ’s accountants referred to in Clause 5.4 shall determine the Completion Statement which, save in the case of manifest error, will be final and binding on the Parties. The Vendor and the Purchaser Sellers’ Representative and/or the Beneficial Sellers’ accountants shall procure that each promptly (and in any event within such firm is given all such assistance and access time frame as reasonably enables the Expert to all such information make its decision in accordance with the Vendor’s possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are time frame set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target9. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 7.1 The Purchaser Seller shall procure that within sixty (60) Business Days after the Completion Date, a draft Completion Statement and a draft Completion Accounts setting out: (a) the Debt; (b) the Cash; (c) the Intra-Group Payables; (d) the Intra-Group Receivables; and (e) the Working Capital; as at close of business on the Completion Date, are prepared in accordance with the provisions of this clause 7 and more generally, of this Agreement, and a copy delivered to the Buyer. The Completion Statement and the Completion Accounts shall be prepared on the basis of the Accounting Policies. 7.2 Subject to clause 7.6(e), the Seller and the Buyer shall each bear their own costs and expenses (including the fees and expenses of their legal counsel and accountants) arising out of the preparation and review of the Completion Statement and the Completion Accounts (and drafts thereof). 7.3 The Buyer shall notify the Seller in writing within thirty (30) Business Days of receipt of such draft Completion Statement and draft Completion Accounts whether or not it accepts the draft Completion Statement and draft Completion Accounts for the purposes of this Agreement. 7.4 If the Buyer notifies the Seller that it does not accept such draft Completion Statement and draft Completion Accounts: (a) it shall, at the same time as soon it notifies the Seller that it does not accept such draft Completion Statement and draft Completion Accounts, set out in such notice in writing, together with supporting documentation, its reasons for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Statement and draft Completion Accounts, and therefore to the calculation of the Debt and/or the Cash and/or the Intra-Group Payables and/or the Intra-Group Receivables and/or the Working Capital, in order to comply with the requirements of this Agreement. All items which are not specifically disagreed by the Buyer in its notice shall be deemed to be agreed upon by the Parties for the purposes of this Agreement; and (b) the Buyer and the Seller shall use all reasonable endeavours to: (i) meet and discuss the objections of the Buyer; and (ii) try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and therefore the draft Completion Statement, in each case, within twenty (20) Business Days of the Buyer’s notice of non-acceptance pursuant to clause 7.3 (or such other time as reasonably practicable the Buyer and the Seller may agree in writing). 7.5 If the Buyer is satisfied with the draft Completion Accounts and the draft Completion Statement (either as originally submitted by the Seller or after adjustments agreed between the Seller and the Buyer pursuant to clause 7.4(b) above) or if the Buyer fails to notify the Seller of its non-acceptance of the draft Completion Accounts and the draft Completion Statement within the thirty (30) Business Days period referred to in clause 7.3, then the draft Completion Accounts and the draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Completion Statement, and therefore the Debt and/or the Cash and/or the Intra-Group Payables and/or the Intra-Group Receivables and/or the Working Capital, for the purposes of this Agreement. 7.6 If the Seller and the Buyer do not reach agreement within the twenty (20) Business Day period referred to in clause 7.4(b) (or such other time as the Seller and the Buyer may agree in writing) then the matters in dispute (and only those) shall be referred, on the application of either the Seller or the Buyer, for determination by an independent firm of internationally recognised chartered accountants to be agreed upon by the Seller and the Buyer or, failing agreement, to be selected, on the application of either the Seller or the Buyer, via a “référé”proceeding request, by the President of the Tribunal de Commerce of Paris (the “Expert”). The following provisions shall apply to such determination: (a) the Buyer and/or the Buyer’s accountants and the Seller and/or the Seller’s accountants shall each promptly (and in any event by 31 August 2002, within such time frame as reasonably enables the Expert to make its decision in accordance with the time frame set down in clause 7.6(b)) prepare and submit deliver to the Vendor Expert a written statement on the matters in dispute (together with the relevant documents, including the draft Completion Accounts and the draft Completion Statement and the notice sent by the Buyer pursuant to clause 7.4(a) above); (b) the Expert shall be requested to give its decision within twenty (20) Business Days (or such later date as the Expert determines) of confirmation and acknowledgement by the Expert of its appointment hereunder; (c) in giving such determination, the Expert shall state what adjustments (if any) are necessary to the draft Completion Accounts and the draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement; (d) the Expert shall act pursuant to the provisions of Article 1592 of the French Code Civil in making any such determination which shall be final and binding on the Parties (in the absence of manifest error); (e) each Party shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the Expert shall be borne between the Seller and the Buyer in such proportions as the Expert shall in its discretion determine or, in the absence of any such determination, equally between the Seller and the Buyer. 7.7 When the Seller and the Buyer reach (or pursuant to clause 7.5 are deemed to reach) agreement on the Completion Accounts and the Completion Statement (“or when the Draft Statement”). The Draft Completion Accounts and the Completion Statement shall be prepared are finally determined at any stage in accordance with Schedule 5.the procedures set out in this clause 7: 5.2 The Vendor (a) the Completion Accounts and the Completion Statement as so agreed or determined shall within 20 Business Days after receipt of be the Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement. The Purchaser shall procure that the Vendor is given all such assistance Completion Accounts and access to all such information in the Purchaser’s possession or control as it may reasonably require in order to enable them to reach its decision. 5.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement or the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 within the time limit specified therein, then the Draft Statement shall constitute the Completion Statement for the purposes of this Agreement. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it Agreement and shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute shall be referred to an independent firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure or notification of dispute or, in the event of a failure to agree upon the identity of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor or the Purchaser. 5.5 The independent firm of chartered accountants referred to in Clause 5.4 shall determine the Completion Statement which, save in the case of manifest error, will be final and binding on the Parties. The Vendor ; and (b) the Debt, the Cash, the Intra-Group Payables, the Intra-Group Receivables and the Purchaser Working Capital in each case, as at the close of business on the Completion Date, shall be as set out in the Completion Statement. 7.8 The Seller shall procure that such firm is given each member of the Seller’s Group shall, and the Buyer shall procure that any Group Company and its and their respective directors, officers, employees and auditors shall, promptly provide each other, their respective advisers, the Expert, the Buyer’s accountants and the Seller’s accountants with all such assistance and access to all such information (in the Vendor’s their respective possession or control orcontrol) relating to the operations of any Group Company, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be, including access at all reasonable times to all Group employees, books, records, relevant working papers and files of the auditors of the Group, and other relevant information and all co-operation and assistance, as may in any such case be reasonably required to: (a) enable the production of and the review of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of Accounts and the Completion Statement; and (b) a sum equal enable the Expert to the amount by which determine the Completion NAV is less than Accounts and the Completion NAV TargetStatement. The Seller and the Buyer hereby authorise each other, their respective advisers and the Expert to take copies of all information which they have agreed to provide under this clause 7.8; provided that the Seller and the Buyer shall instruct the Expert to keep such information confidential. 5.8 If 7.9 The Completion Accounts and the Completion Statement shows that shall be prepared and shall be used for the amount exclusive purpose of determining the Debt, the Cash, the Intra-Group Receivables, the Intra-Group Payables and the Working Capital as at the close of business on Completion Date, without any representation or warranty by either Party with respect to the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of Accounts and the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 The Purchaser shall, 7.1 Either on or as soon as reasonably practicable after Completion Completion, and in any event by 31 August 2002within 15 Business Days thereof, the Purchaser shall prepare and submit to the Vendor a draft of the Completion Statement (“"the Draft Statement”"), such Draft Statement to be prepared as at 31 May 2003. The Draft Statement shall be prepared in accordance with Schedule 58 (and in the format of the Annexure thereto) and shall give a figure for the Completion Working Capital and Actual Completion Net Indebtedness. 5.2 The Vendor shall within 20 7.2 Within 15 Business Days after receipt of the Draft Statement, the Vendor shall give written notice to the Purchaser Purchaser, stating whether or not it proposes any amendments to the Draft StatementStatement and stating in reasonable detail the background and reasons for each item of disagreement and the revised figures believed by the Vendor to be correct (together "the matters in dispute"). The During this 15 Business Day review period the Purchaser shall procure that the Vendor is given give all such reasonable assistance and access to all such information and persons in the Purchaser’s 's possession or control as it the Vendor may reasonably require (with the right to make copies of any such information) in order to enable them it to reach its decision. 5.3 7.3 If the Vendor gives notice that it has no proposed amendments to the Draft Statement Statement, or if the Vendor fails to give written notice to the Purchaser pursuant to Clause 5.2 of disagreement within the time limit specified thereinpermitted by Clause 7.2, then the Draft Statement shall constitute the Completion Statement for the purposes of this AgreementAgreement and shall be final and binding on the Parties in the absence of manifest error. If the Vendor gives written notice within the time limit specified of matters in Clause 5.2 that it does have proposed amendments to the Draft Statementdispute, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor and the Purchaser (or their respective accountants) shall, within the period of 10 15 Business Days after receipt of such notice, seek to agree the matters in dispute and the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to 7.4 If any matter relevant to the Draft Statement remaining in dispute remains unresolved at the expiry of the period of 10 15 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) 7.3 such failure or dispute shall (at the election of either of the Vendor and the Purchaser) be referred to an independent firm of chartered accountants agreed by the Vendor Purchaser and the Purchaser Vendor within 5 Business Days of such failure or notification of dispute or, in the event of a failure to agree upon the identity of such independent firm within 10 5 Business Days of either Party nominating a firmDays, to by an independent firm of chartered accountants appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor Purchaser or the Purchaser. 5.5 The Vendor. Such independent firm of chartered accountants referred to in Clause 5.4 shall determine the Completion Statement which, save Statement. The fees of any such firm of independent accountants shall be paid by the Purchaser and/or the Vendor in the case of manifest error, will be final and binding on proportions determined by the Partiesindependent accountant. The Vendor and the Purchaser and the Vendor shall procure that such firm of independent accountants is given all such assistance and access to all such information in the Purchaser's or (as the case may be) the Vendor’s 's possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm arbitrators and their determination shall be borne as that firm shall decide or, binding on the Parties in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the othermanifest error. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed for the actual number of days elapsed and on the basis of a 365 day year.

Completion Statement. 5.1 1. The Purchaser shallManagement Sellers shall prepare, as soon as reasonably practicable after Completion and in any event by 31 August 2002on behalf of the Sellers, prepare and submit to the Vendor a draft Completion Statement, together with a schedule showing the Management Sellers’ calculation of Actual Net Working Capital and the Completion Statement (“the Draft Statement”). The Draft Statement shall be prepared Working Capital Adjustment in accordance with this Schedule 57. 5.2 2. The Vendor Management Sellers, on behalf of the Sellers, shall deliver the draft Completion Statement to the Buyer within 20 sixty (60) days after Completion, together with a schedule showing the Management Sellers’ calculation of Actual Net Working Capital and the Working Capital Adjustment. 3. The Buyer and the Buyer’s accountants shall be afforded reasonable access during normal working hours to all the Management Sellers’ and their professional accountants working papers and to the accounting and tax records of the Group for the purposes of verifying that the Management Sellers’ draft Completion Statement and the calculation of Actual Net Working Capital and the Working Capital Adjustment provided by the Management Sellers to the Buyer pursuant to paragraph 2 comply with the provisions of this Schedule 7 and for the purposes of the Buyer and the Buyer’s accountants preparing any Objection Notice (as defined in paragraph 4). 4. The Buyer shall notify the Sellers’ Representative in writing within sixty (60) Business Days after receipt of the Draft Statement, give written notice Management Sellers’draft Completion Statement and the calculation of Actual Net Working Capital and any Working Capital Adjustment pursuant to the Purchaser stating paragraph 2 whether or not the Buyer agrees with the draft Completion Statement and/or the calculation of Actual Net Working Capital and/or the Working Capital Adjustment. Any written notice from the Buyer stating that the Buyer does not agree the draft Completion Statement and/or the calculation of the amount of Actual Net Working Capital and/or the Working Capital Adjustment (an “Objection Notice”) shall be accompanied by the information set out in paragraph 5. Save in respect of the matters specifically set out or referred to in the Objection Notice, the Buyer shall be deemed to accept the draft Completion Statement and the calculation of the amount of the Actual Net Working Capital and/or the calculation of any Working Capital Adjustment and the Buyer and the Sellers shall not after the service of the Objection Notice be entitled to raise any new items for dispute. 5. If the Buyer within the period of sixty (60) Business Days referred to in paragraph 4 serves an Objection Notice on the Sellers’ Representative:- 5.1 it proposes any amendments shall set out therein in reasonable detail the reasons for such non-acceptance and specify the adjustments which, in the Buyer’s opinion, should be made to the Draft Statement. The Purchaser shall procure that draft Completion Statement and/or to the Vendor is given all such assistance and access calculation of the amount of the Actual Net Working Capital and/or to all such information in the Purchaser’s possession or control as it may reasonably require calculation of the Working Capital Adjustment delivered by the Management Sellers to the Buyer pursuant to paragraph 2 in order to enable them comply with the requirements of this Schedule 7, together with, if available and practicable, the monetary amount of each adjustment that it seeks to make; and 5.2 the Buyer and the Sellers’ Representative shall use all reasonable endeavours to (i) meet and discuss the objections of the Buyer and (ii) reach its decisionagreement upon the adjustments (if any) required to be made to the draft Completion Statement, the calculation of the amount of the Actual Net Working Capital and/or the calculation of the Working Capital Adjustment within a period of fifteen (15) Business Days after receipt of the Objection Notice. 5.3 6. If the Vendor gives notice that it has no proposed amendments to Buyer is satisfied with the Draft draft Completion Statement (either as originally submitted or after adjustments agreed between the Vendor fails to give written notice to Buyer and the Purchaser Sellers’ Representative pursuant to Clause 5.2 within paragraph 5.2), then:- 6.1 the time limit specified therein, then the Draft draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this Agreement; and 6.2 the amount of the Actual Net Working Capital and/or the Working Capital Adjustment as shown in the schedule (incorporating any agreed adjustments) shall constitute the Actual Net Working Capital and the Working Capital Adjustment for the purposes of this Agreement. 7. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments Buyer and the Vendor and the Purchaser Sellers’ Representative do not reach agreement within fifteen (or their respective accountants15) shall, within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry of the period of 10 Business Days referred to in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute shall be referred to an independent firm of chartered accountants agreed by the Vendor and the Purchaser within 5 Business Days of such failure an Objection Notice having been served pursuant to paragraphs 4 and 5, then the matters in dispute may be referred on the application of either the Buyer or notification of dispute the Sellers’ Representative, for determination by an independent chartered accountant agreed between the Buyer and the Sellers’ Representative or, in the event default of a failure agreement to agree upon the identity of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales on the application of either the Vendor Buyer or the Purchaser.Sellers’ Representative (the “Independent Firm”). The Buyer and the Sellers’ Representative shall use all reasonable endeavours to agree with the Independent Firm the precise terms of reference to apply to its role under this paragraph 7 as soon as reasonably practicable following a referral to the Independent Firm. The following general terms of reference shall apply in any event:- 5.5 7.1 the Buyer and the Sellers’ Representative shall each prepare a written statement within five (5) Business Days of the formal appointment of the Independent Firm on the matters in dispute which (together with all relevant supporting documents) shall be submitted to the Independent Firm for determination. The independent firm of chartered accountants matters in dispute shall be limited to the matters specified or referred to in Clause 5.4 the Objection Notice which have not been subsequently agreed; 7.2 at the same time as the Buyer and the Sellers’ Representative submit their respective written statements to the Independent Firm for determination, each shall deliver to the other a copy of their submissions (with a copy of all supporting documents delivered to the Independent Firm); 7.3 any response to a subsequent request by the Independent Firm for information from either the Buyer or the Sellers’ Representative shall be copied to the other party/parties at the same time as it is delivered to the Independent Firm and such other party/parties shall be entitled to submit their comments on the response to the Independent Firm within five (5) Business Days; 7.4 in giving its determination, the Independent Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the draft Completion Statement, the amount of the Actual Net Working Capital and any Working Capital Adjustment in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Completion Statement whichStatement, save the amount of the Actual Net Working Capital and any Working Capital Adjustment; 7.5 the Independent Firm shall act as an expert (and not as an arbitrator) in making any such determination which shall, in the case absence of manifest error, will be final and binding on the PartiesSellers’ Representative, the Sellers and the Buyer; and 7.6 each of the Sellers and the Buyer expressly waive, to the extent permitted by law, any rights of recourse to the courts they may otherwise have to challenge the Independent Firm’s determination, including any determination under paragraph 7.4 (save in circumstances where manifest error is alleged in respect of the Independent Firm’s determination). 8. The Vendor Sellers and the Purchaser Buyer shall procure that such firm is given all such assistance each be responsible for their own costs in connection with the preparation, review, settlement and access to all such information in the Vendor’s possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that (i) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination of the Completion Statement) a sum equal to , the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows that calculation of the amount of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days Actual Net Working Capital and any Working Capital Adjustment. The fees and expenses of the agreement Independent Firm shall be shared equally between the Sellers on the one hand and the Buyer on the other, or determination (in such proportions as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV TargetIndependent Firm shall determine. 5.9 If 9. When the Completion Statement shows a payment due from is agreed or otherwise determined in accordance with the Vendor to preceding paragraphs of this Schedule 7, then the Purchaser under clause 5.7 such sums amount shown therein shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum as is sufficient to cover such payment together with the entire amount of the Retention in Actual Net Working Capital and the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed Working Capital Adjustment for the actual number purposes of days elapsed and on the basis of a 365 day yearthis Agreement.

Completion Statement. 5.1 4.1. The Vendors and the Purchaser shallshall use all reasonable endeavours to procure that, as soon as reasonably practicable promptly after Completion and in any event by 31 August 2002Completion, prepare and submit to the Vendor a draft of the Completion Statement (“is prepared in accordance with the Draft Statement”)provisions of this clause 4. The Draft Such Completion Statement shall be prepared on the basis of the accounting policies and procedures set out in accordance with Schedule 54. 5.2 The Vendor shall within 20 Business Days after receipt of the Draft Statement, give written notice to the Purchaser stating whether or not it proposes any amendments to the Draft Statement4.2. The Purchaser shall arrange for a draft Completion Statement to be prepared by the Purchaser in conjunction with the Purchaser's Accountants and shall procure that the Vendor same is given all delivered to the Vendors (with a copy to the Vendors' Accountants) within 30 days of Completion. 4.3. The Vendors shall notify the Purchaser within 30 days of receipt of such assistance draft Completion Statement whether or not they accept it for the purposes of this Agreement. 4.4. If the Vendors notify the Purchaser that it does not accept such draft Completion Statement: (a) it shall set out in reasonable detail its reasons for such non-acceptance and access specify the adjustments which, in its opinion, should be made to all such information in the Purchaser’s possession or control as it may reasonably require draft Completion Statement in order to enable them comply with the requirements of this Agreement; and (b) the parties shall use all reasonable endeavours (in conjunction with the Vendors' Accountants and the Purchaser's Accountants) to meet and discuss the objections of the Vendors and to reach its decisionagreement upon the adjustments (if any) required to be made to the draft Completion Statement. 5.3 4.5. If the Vendor gives notice that it has no proposed amendments Vendors are satisfied with the draft Completion Statement (either as originally submitted or after adjustments agreed between the Vendors and the Purchaser) or if the Vendors fail to the Draft Statement or the Vendor fails to give written notice to notify the Purchaser pursuant to Clause 5.2 of their non-acceptance of the draft Completion Statement within the time limit specified therein30 day period referred to in clause 4.3, then the Draft draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this Agreement. 4.6. If the Vendor gives notice within the time limit specified in Clause 5.2 that it does have proposed amendments to the Draft Statement, it shall within such notice inform the Purchaser of its proposed amendments and the Vendor Vendors and the Purchaser (or their respective accountants) shall, do not reach agreement within the period of 10 Business Days after receipt of such notice, seek to agree the proposed amendments. 5.4 In the event of:- 5.4.1 a failure by the Purchaser to submit the Draft Statement to the Vendor within the period referred to in Clause 5.1; or 5.4.2 any dispute between the Vendor and the Purchaser as to any matter relevant to the Draft Statement remaining unresolved at the expiry 30 days of the period Vendors' notice of 10 Business Days referred to non-acceptance under clause 4.4, then the matters in Clause 5.3 (or such longer period as the Parties may agree) such failure or dispute shall be referred to as soon as practicable following the expiration of such 30 day period, on the application of either party, for determination by an independent firm of internationally recognised chartered accountants to be agreed upon by the Vendor Vendors and the Purchaser or, failing agreement within 5 five Business Days of such failure or notification of dispute orapplication, in the event of a failure to agree be selected upon the identity application of such independent firm within 10 Business Days of either Party nominating a firm, to an independent firm of chartered accountants appointed any party by the President for the time being of the Institute of Chartered Accountants in England and Wales within ten Business Days of such application. The following terms of reference shall apply: (a) the Purchaser's Accountants and the Vendors' Accountants shall each promptly (and in any event, within 30 Business Days of the selection of the independent firm in accordance with the provisions of this clause 4.6) prepare a written statement on the application of either matters in dispute which (together with the Vendor or the Purchaser. 5.5 The relevant documents) shall be submitted to such independent firm for determination (in each case, such party's "Submission"); (b) in giving such determination (which shall be required to be delivered within 45 days of chartered accountants referred the date on which the Vendors' Submission was delivered), the firm shall state what adjustments (if any) are necessary to in Clause 5.4 shall determine the draft Completion Statement which, save in respect of the case matters in dispute in order to comply with the requirements of manifest error, will this Agreement; (c) any such firm shall act as an expert (and not as an arbitrator) in making any such determination which shall be final and binding on the Partiesparties (the "Determination"); (d) the expenses of any Determination by an independent firm of accountants shall be borne by the party (being either the Purchaser or the Vendors) whose proposal for Working Capital and Net Indebtedness contained within their Submission is closest to the independent firm's Determination in respect of Working Capital and Net Indebtedness. 4.7. The Vendor If the Vendors and the Purchaser shall procure that such firm is given all such assistance and access reach (or pursuant to all such information in the Vendor’s possession or control or, in the case of the Purchaser, in the possession or control of the Purchaser or LPC as such firm may reasonably require in order clause 4.5 are deemed to determine the Completion Statement. Any independent firm appointed under this Clause 5 shall act as experts and not as arbitrators. The costs of such independent firm shall be borne as that firm shall decide or, in the absence of such direction, equally by the Vendor reach) agreement on the one hand and the Purchaser on the other. 5.6 If the Completion Statement shows that or the Completion Statement is finally determined at any stage in the procedures set out in this clause 4: (ia) the Completion Statement as so agreed or determined shall be the Completion Statement for the purposes of this Agreement and shall be final and binding on the parties; and (b) the amount of the Completion NAV is equal to Completion NAV Target or (ii) that the variance is within 5 per cent more or less than the Completion NAV Target then no further steps Working Capital and Net Indebtedness shall be required to be taken by the Parties. 5.7 If the Completion Statement shows that the amount of the Completion NAV is less than 95 per cent of the Completion NAV Target then (subject as provided in clause 5.9) the Vendor shall, within 5 Business Days of the agreement or determination (as the case may be) of derived from the Completion Statement, pay . 4.8. The Purchaser shall procure that each Group Company provides the Vendors' Accountants with such access to the Purchaser (by telegraphic transfer to such bank account the details of which shall be notified in writing by the Purchaser to the Vendor not later than 3 Business Days after the agreement or determination employees, accounts, working papers and other financial information of the Completion Statement) a sum equal relevant Group Company as is reasonably necessary for the purposes of this Agreement. Each party shall similarly use all reasonable endeavours to the amount by which the Completion NAV is less than the Completion NAV Target. 5.8 If the Completion Statement shows ensure that the amount Purchaser's Accountants and the Vendors' Accountants each have such access to all relevant working and other papers of the Completion NAV is greater than 105 per cent the Completion NAV Target the Purchaser shall, within 5 Business Days of the agreement or determination (as the case may be) of the Completion Statement, pay by telegraphic transfer to the Vendor’s Solicitors client account, details of which are set out in clause 4.1.3.1, a sum equal to the amount by which the Completion NAV is more than the Completion NAV Target. 5.9 If the Completion Statement shows a payment due from the Vendor to the Purchaser under clause 5.7 such sums shall be taken first from the Retention in the Escrow Account and, to the extent that the Retention is insufficient to cover such payment, the excess will be paid direct by the Vendor as set out in clause 5.7. If the Completion Statement shows a payment due from the Purchaser to the Vendor under Clause 5.8 the Purchaser shall pay or procure that there is paid to the account of the Vendor’s Solicitors as set out in Clause 4.1.3.1 such sum other as is sufficient to cover such payment together with the entire amount of the Retention in the Escrow Account together with all accrued interest thereon less any deductions made in accordance with Clause 7. If the Completion Statement shows that no adjustment to the Consideration is required under clause 5.6 the Retention together with interest thereon accrued in the Escrow Account less any deductions made in accordance with Clause 7 shall be paid to the Vendor’s Solicitors to the account specified in clause 4.1.3.1. 5.10 Any amount payable by either the Vendor to the Purchaser (where such sum is not taken from the Retention in the Escrow Account as set out in Clause 5.9) or by the Purchaser to the Vendor (as the case may be) pursuant to Clauses 5.7 to 5.9 shall bear interest at the rate of 1 per cent below the base rate of Barclays Bank plc from time to time from the Completion Date up to and including the date of actual payment, such interest accruing from day to day and computed reasonably necessary for the actual number purposes of days elapsed and on the basis of a 365 day yearthis Agreement.