Common use of Interim Management Clause in Contracts

Interim Management. During the period from the Signing Date through to and including the Closing Date, the Shareholders shall cause the Company and the dAF-Consolidated Group to conduct the Business materially in the ordinary and usual course consistent with past practices, in particular, without limitation to the foregoing, unless the Purchaser expressly consents otherwise (which consent shall not be unreasonably withheld), to: 8.4.1 maintain, in all material respects and in accordance with past practice, the working order and condition of their properties and assets; 8.4.2 maintain the Books and Records of the Company and the dAF-Consolidated Group in the usual, regular and ordinary manner; 8.4.3 continue to conduct their businesses in the ordinary course materially consistent with past practice, including but not limited to using all commercially reasonable efforts to preserve the business organization and reputations of the Company and the dAF-Consolidated Group and continuing all current sales, marketing and promotional activities relating to the Business, and abstain from entering into any transaction other than materially in the ordinary and usual course of business; 8.4.4 use commercially reasonable efforts to continue to maintain existing business relationships and goodwill with suppliers, lessees and other customers; and 8.4.5 use commercially reasonable efforts to keep available the services of their present officers and employees, it being understood that neither the Sellers, nor the Company nor the dAF-Consolidated Group shall be obliged to offer benefits not consistent with past practices. For the avoidance of doubt, it is agreed that inter alia the following matters shall be deemed to be conducted in the ordinary and usual course of business and not to constitute a Material Adverse Effect: (i) accepting deliveries of Aircraft Assets in accordance with the terms of the Forward Order; (ii) exercising the cancellation options under the Forward Order; and (iii) incurring expenditure in connection with the preparation and implementation of the transactions contemplated under this Agreement, provided, however, that the provisions set forth in Section 8.2.4 hereof and of Sections 2(m) and 16 of Exhibit 5.1 shall remain unaffected. It is being understood that the Shareholders shall be deemed to have performed their obligations under this Section 8.4 by passing the shareholders’ resolution attached as Exhibit 8.1 without undue delay after the Signing Date, a copy of such resolution to be sent by registered mail or personally handed over to Mr. ▇▇▇▇ ▇▇▇▇▇▇, as chairman of the Company’s supervisory board, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Loechteken as members of the management board as soon as possible (unverzüglich) after passing of such resolution. If the Purchaser notifies the Sellers of any non-compliance by management with such resolution Sellers shall, if such complaints are substantiated, discuss with Purchaser appropriate steps, if any, which could be taken to address such non-compliance. The Parties agree that the supervisory board of the Company may between the Signing Date and the Closing resolve on the granting of incentives (payable by the Company following the Closing) to ▇▇. ▇▇▇▇▇▇▇▇▇ and Mr. Loechteken under the debis AirFinance B.V. Managing Directors Incentive Plan subject to the terms as laid down in a letter dated December 2004 by the Company to each of the aforementioned Persons, a copy of such letter (excluding its attachments) has been furnished to the Purchaser.

Interim Management. During 4.1. The Seller, except as expressly contemplated by this Agreement or otherwise consented by the period from the Signing Date through to and including the Closing DatePurchaser, the Shareholders shall cause the Company and the dAF-Consolidated Group to conduct the Business materially in the ordinary and usual course consistent with past practices, in particular, without limitation to the foregoing, unless the Purchaser expressly consents otherwise (which consent shall not be unreasonably withheld), toor disclosed to the Purchaser under Schedule 4.1., represents, warrants and agrees that: 8.4.1 maintain(a) during the period between June 30, 1999, and the Closing Date, the business of the Company has been and shall be conducted only in all material respects the ordinary course and in accordance with past practicepractises, prudent and customary under the working order and condition of their properties and assetscircumstances as well as in accordance with the law; 8.4.2 maintain (b) during the Books and Records period between the signing of the Company this Agreement and the dAF-Consolidated Group in Closing Date, without the usual, regular and ordinary manner; 8.4.3 continue to conduct their businesses in the ordinary course materially consistent with past practice, including but not limited to using all commercially reasonable efforts to preserve the business organization and reputations prior written consent of the Company and the dAF-Consolidated Group and continuing all current sales, marketing and promotional activities relating to the Business, and abstain from entering into any transaction other than materially in the ordinary and usual course of business; 8.4.4 use commercially reasonable efforts to continue to maintain existing business relationships and goodwill with suppliers, lessees and other customers; and 8.4.5 use commercially reasonable efforts to keep available the services of their present officers and employees, it being understood that neither the Sellers, nor the Company nor the dAF-Consolidated Group shall be obliged to offer benefits not consistent with past practices. For the avoidance of doubt, it is agreed that inter alia the following matters shall be deemed to be conducted in the ordinary and usual course of business and not to constitute a Material Adverse EffectPurchaser: (i) accepting deliveries of Aircraft Assets in accordance with no "dirigenti" will be hired, appointed, promoted or dismissed by the terms of the Forward OrderCompany; (ii) exercising no employees, consultants, commercial agents or representatives of the cancellation options under Company shall be hired or dismissed, and none of the Forward Order; andrespective rights and obligations thereof have been or shall be modified, except in the ordinary course of business in accordance with past practices or as mandated by law or applicable national collective bargaining agreements. No shop-level collective labor agreement ("accordo integrativo aziendale") shall be entered into by the Company; (iii) incurring expenditure in connection with the preparation and implementation no leases, real estate conveyances, licensing contracts or distribution agreements, mortgages, pledges, joint venture agreements, loans or credit agreements of the transactions contemplated under this Agreement, provided, however, that the provisions set forth in Section 8.2.4 hereof and of Sections 2(m) and 16 of Exhibit 5.1 shall remain unaffected. It is being understood that the Shareholders Company shall be deemed made, amended or terminated. This provision applies to have performed their obligations under this Section 8.4 agreements having a value exceeding ITL 1,000,000,000 (one billion) for each agreement; (iv) no contracts or commitments shall be entered into by passing or on behalf of the shareholders’ resolution attached as Exhibit 8.1 without undue delay after Company that extend beyond the Signing DateClosing Date for the period of six months thereafter and involve the purchase, a copy sale, or encumbrance of such resolution fixed assets having an aggregate value of more than ITL 2,000,000,000 (two billion); (v) the Company shall not commence any litigation, except for those which are necessary to be sent by registered mail preserve the business or personally handed over to Mr. ▇▇▇▇ ▇▇▇▇▇▇, as chairman the rights of the Company’s supervisory board, provided that the Purchaser shall be immediately informed thereof and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Loechteken kept fully informed of any development, as members well as of any litigation brought by third parties against the Company; in addition, the Company shall not settle any threatened or pending litigation; (vi) no transaction shall take place between the Company, Finmeccanica or any of the Affiliates or any of the companies belonging to the IRI (Istituto per la Ricostruzione Industriale S.p. A.) Group, except transactions at arm's length or transactions which shall not be detrimental to the Company. 4.2. Notwithstanding any provision under Section 4.1., during the interim management board period the Seller shall have the right to: (i) procure that any outstanding receivables and payables respectively due from and to Finmeccanica and/or any of the Affiliates be paid to the Company and paid by the Company, as soon the case may be; (ii) take any appropriate action necessary to implement the provisions under Sections 2.4., 2.5. and 2.10.; (iii) take any appropriate action to reduce the General Financial Debt(s) in excess of ITL 92,000,000,000 (ninety two billion); and (iv) take any appropriate action in order to cause ASI to purchase from Finmeccanica the real estate in Monfalcone as possible per Section 4.5.; (unverzüglichv) after passing take any appropriate action in order to change the name of such resolution. If the Purchaser notifies the Sellers of any non-compliance by management with such resolution Sellers shall, if such complaints are substantiated, discuss with Purchaser appropriate steps, if any, which could be taken to address such non-complianceAnsaldo Deutschland GmbH into Ansaldo Industrial Systems GmbH. 4.3. The Parties agree that after the supervisory board signing of the Company may between the Signing Date Agreement and until the Closing resolve Date they shall conduct meetings to be held in principle on a weekly basis. Such meetings shall be attended by senior executives on behalf of either Party and are intended to inform the granting Purchaser of incentives (payable the activity conducted by the Company following after the Closing) signing of the Agreement. 4.4. The Seller shall procure that all receivables and payables as identified in Schedule 4.4., respectively due from or to ▇▇. ▇▇▇▇▇▇▇▇▇ and Mr. Loechteken under Finmeccanica and/or any of the debis AirFinance B.V. Managing Directors Incentive Plan subject Affiliates - which fall due on or 49 before the Closing Date - be paid to the terms Company or paid by the Company, as laid down the case may be, not later than the Closing Date and/or be set off, in a letter dated December 2004 whole or in part. The Seller shall also procure that those receivables, among those identified in Schedule 4.4., due from Finmeccanica and/or any of the Affiliates, which will remain outstanding after the Closing Date, be paid to the Company when due according to their original terms. The Purchaser shall procure that those payables among those identified in Schedule 4.4., due from the Company to Finmeccanica and/or any of the Affiliates, which will remain outstanding after the Closing Date, be paid by the Company to each Finmeccanica and/or the Affiliates when due according to their original terms. 4.5. The Seller shall procure that, on or before the Closing Date, ASI purchases from Finmeccanica the real estate in Monfalcone, as described in Schedule 4.5. hereto, free and clear from any mortgages, liens and encumbrances ("trascrizioni pregiudizievoli") which may be prejudicial to the inscription of mortgages by the Purchaser at a purchase price of ITL 9,000,000,000 (nine billion), plus VAT, to be paid by ASI at the Closing, as per Section 2.3., on the understanding that said amount of ITL 9,000,000,000 (nine billion) shall be included in the aggregate amount of the aforementioned PersonsFinancial Debt(s) Towards Finmeccanica and The Seller, a copy of such letter (excluding its attachments) has been furnished to the Purchaser.as per Section 1.14..

Interim Management. During 4.1. The Seller, except as expressly contemplated by this Agreement or otherwise consented by the period from the Signing Date through to and including the Closing DatePurchaser, the Shareholders shall cause the Company and the dAF-Consolidated Group to conduct the Business materially in the ordinary and usual course consistent with past practices, in particular, without limitation to the foregoing, unless the Purchaser expressly consents otherwise (which consent shall not be unreasonably withheld), toor disclosed to the Purchaser under Schedule 4.1., represents, warrants and agrees that: 8.4.1 maintain(a) during the period between June 30, 1999, and the Closing Date, the business of the Company has been and shall be conducted only in all material respects the ordinary course and in accordance with past practicepractises, prudent and customary under the working order and condition of their properties and assetscircumstances as well as in accordance with the law; 8.4.2 maintain (b) during the Books and Records period between the signing of the Company this Agreement and the dAF-Consolidated Group in Closing Date, without the usual, regular and ordinary manner; 8.4.3 continue to conduct their businesses in the ordinary course materially consistent with past practice, including but not limited to using all commercially reasonable efforts to preserve the business organization and reputations prior written consent of the Company and the dAF-Consolidated Group and continuing all current sales, marketing and promotional activities relating to the Business, and abstain from entering into any transaction other than materially in the ordinary and usual course of business; 8.4.4 use commercially reasonable efforts to continue to maintain existing business relationships and goodwill with suppliers, lessees and other customers; and 8.4.5 use commercially reasonable efforts to keep available the services of their present officers and employees, it being understood that neither the Sellers, nor the Company nor the dAF-Consolidated Group shall be obliged to offer benefits not consistent with past practices. For the avoidance of doubt, it is agreed that inter alia the following matters shall be deemed to be conducted in the ordinary and usual course of business and not to constitute a Material Adverse EffectPurchaser: (i) accepting deliveries of Aircraft Assets in accordance with no "dirigenti" will be hired, appointed, promoted or dismissed by the terms of the Forward OrderCompany; (ii) exercising no employees, consultants, commercial agents or representatives of the cancellation options under Company shall be hired or dismissed, and none of the Forward Order; andrespective rights and obligations thereof have been or shall be modified, except in the ordinary course of business in accordance with past practices or as mandated by law or applicable national collective bargaining agreements. No shop-level collective labor agreement ("accordo integrativo aziendale") shall be entered into by the Company; (iii) incurring expenditure in connection with the preparation and implementation no leases, real estate conveyances, licensing contracts or distribution agreements, mortgages, pledges, joint venture agreements, loans or credit agreements of the transactions contemplated under this Agreement, provided, however, that the provisions set forth in Section 8.2.4 hereof and of Sections 2(m) and 16 of Exhibit 5.1 shall remain unaffected. It is being understood that the Shareholders Company shall be deemed made, amended or terminated. This provision applies to have performed their obligations under this Section 8.4 agreements having a value exceeding ITL 1,000,000,000 (one billion) for each agreement; (iv) no contracts or commitments shall be entered into by passing or on behalf of the shareholders’ resolution attached as Exhibit 8.1 without undue delay after Company that extend beyond the Signing DateClosing Date for the period of six months thereafter and involve the purchase, a copy sale, or encumbrance of such resolution fixed assets having an aggregate value of more than ITL 2,000,000,000 (two billion); (v) the Company shall not commence any litigation, except for those which are necessary to be sent by registered mail preserve the business or personally handed over to Mr. ▇▇▇▇ ▇▇▇▇▇▇, as chairman the rights of the Company’s supervisory board, provided that the Purchaser shall be immediately informed thereof and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Loechteken kept fully informed of any development, as members well as of any litigation brought by third parties against the Company; in addition, the Company shall not settle any threatened or pending litigation; (vi) no transaction shall take place between the Company, Finmeccanica or any of the Affiliates or any of the companies belonging to the IRI (Istituto per la Ricostruzione Industriale S.p. A.) Group, except transactions at arm's length or transactions which shall not be detrimental to the Company. 4.2. Notwithstanding any provision under Section 4.1., during the interim management board period the Seller shall have the right to: (i) procure that any outstanding receivables and payables respectively due from and to Finmeccanica and/or any of the Affiliates be paid to the Company and paid by the Company, as soon the case may be; (ii) take any appropriate action necessary to implement the provisions under Sections 2.4., 2.5. and 2.10.; (iii) take any appropriate action to reduce the General Financial Debt(s) in excess of ITL 92,000,000,000 (ninety two billion); and (iv) take any appropriate action in order to cause ASI to purchase from Finmeccanica the real estate in Monfalcone as possible per Section 4.5.; (unverzüglichv) after passing take any appropriate action in order to change the name of such resolution. If the Purchaser notifies the Sellers of any non-compliance by management with such resolution Sellers shall, if such complaints are substantiated, discuss with Purchaser appropriate steps, if any, which could be taken to address such non-complianceAnsaldo Deutschland GmbH into Ansaldo Industrial Systems GmbH. 4.3. The Parties agree that after the supervisory board signing of the Company may between the Signing Date Agreement and until the Closing resolve Date they shall conduct meetings to be held in principle on a weekly basis. Such meetings shall be attended by senior executives on behalf of either Party and are intended to inform the granting Purchaser of incentives (payable the activity conducted by the Company following after the Closing) signing of the Agreement. 4.4. The Seller shall procure that all receivables and payables as identified in Schedule 4.4., respectively due from or to ▇▇. ▇▇▇▇▇▇▇▇▇ and Mr. Loechteken under Finmeccanica and/or any of the debis AirFinance B.V. Managing Directors Incentive Plan subject Affiliates - which fall due on or before the Closing Date - be paid to the terms Company or paid by the Company, as laid down the case may be, not later than the Closing Date and/or be set off, in a letter dated December 2004 whole or in part. The Seller shall also procure that those receivables, among those identified in Schedule 4.4., due from Finmeccanica and/or any of the Affiliates, which will remain outstanding after the Closing Date, be paid to the Company when due according to their original terms. The Purchaser shall procure that those payables among those identified in Schedule 4.4., due from the Company to Finmeccanica and/or any of the Affiliates, which will remain outstanding after the Closing Date, be paid by the Company to each Finmeccanica and/or the Affiliates when due according to their original terms. 4.5. The Seller shall procure that, on or before the Closing Date, ASI purchases from Finmeccanica the real estate in Monfalcone, as described in Schedule 4.5. hereto, free and clear from any mortgages, liens and encumbrances ("trascrizioni pregiudizievoli") which may be prejudicial to the inscription of mortgages by the Purchaser at a purchase price of ITL 9,000,000,000 (nine billion), plus VAT, to be paid by ASI at the Closing, as per Section 2.3., on the understanding that said amount of ITL 9,000,000,000 (nine billion) shall be included in the aggregate amount of the aforementioned PersonsFinancial Debt(s) Towards Finmeccanica and The Seller, a copy of such letter (excluding its attachments) has been furnished to the Purchaser.as per Section 1.14..

Interim Management. During (a) Except (i) for the period transactions contemplated under this Agreement or in the Transaction Documents, (ii) as permitted or contemplated under this Agreement (including, without limitation, in relation to the Permitted Leakages and to actions required and/or related to the repayment or redemption (as applicable) under Section 4.1), (iii) as required to comply with any applicable Laws or Orders, (iv) as provided under any binding agreement to which any Group Company is a party as of the Signing Date, and as required to comply with the same, (v) as Fairly Disclosed in the Disclosed Information, (vi) as permitted under Schedule 4.4(a), or (vii) as consented upon in writing by the Purchaser (such consent not to be unreasonably withheld) – it being understood and agreed that all of the above exceptions and qualifications under points (i) to (vii) qualify, limit and apply to any and all of the Seller’s commitments under this Section 4.4 – the Seller shall cause that, during the Interim Period, the Group Companies will be managed in their ordinary course of business consistent with past and current practice and in the manner the Business was conducted up to, and including, the Signing Date. Without prejudice to the generality of the foregoing, the Seller shall procure that, during the Interim Period, the Group Companies shall: (i) not delay or accelerate the payment of any amount due to, or by, suppliers, customers, agents and distributors of the same or agree to any extension or acceleration of the payment terms otherwise applicable to such suppliers, customers, agents and distributors, outside the ordinary course of business consistent with past practice; (ii) not fail to observe, in all material respect, any term and conditions of, or waive any rights under, any Material Contracts, outside the ordinary course of business consistent with past practice; (iii) not terminate, withdraw from or materially amend any of the Material Contracts to which the Group Companies are a party; (iv) not terminate, suspend, materially amend or not renew any material permit, licence, authorization and certifications and not suspend the payment of any Taxes or duties required for keeping them in place; (v) not amend their by-laws; (vi) not issue or redeem capital stock, notes, bonds or other securities or grant any stock options, warrants or similar rights over their capital and shall not change the composition of their shareholding; (vii) not declare, make or pay any dividend or other distribution or do or allow to be done anything which renders their respective financial position less favourable than the relevant one as at the Signing Date; (viii) not merge with, enter into a consolidation with, or acquire any interest in, any Person; (ix) not acquire any division or line of business of any Person having a value exceeding Euro 500,000 (five hundred thousand/00) per transaction; (x) not enter into any partnership agreement, joint venture agreement, profit sharing arrangement or other alliance of any nature whatsoever nor create any subsidiary; (xi) not wind-up, demerge or approve or carry out any voluntary liquidation, with the exception of the liquidation of Lima Orthopaedics South Africa Pty Ltd, ▇▇▇▇ ▇▇ S.p.A. in liquidazione and Tasfiye Halinde Lima Turkey Ortopedi A.Ş.; (xii) not change any of the accounting or Tax principles applied by the same up to the Signing Date, including those applied in the preparation of the financial statements; (xiii) not approve new capital expenditures or commitments in excess of those provided under the business plan made available in the Data Room or exceeding Euro 500,000 (five hundred thousand/00) individually; (xiv) not acquire, dispose of, lease assets (including real estate assets) with value in excess of Euro 100,000 (one hundred thousand/00) per each transaction; (xv) not enter into or materially amend any loans or credit agreements or financial commitments, or incur any new indebtedness, for values in excess of Euro 500,000 (five hundred thousand/00) individually; (xvi) not assume any liability, nor enter into any agreement which may give rise to any such liability, for values in excess of Euro 500,000 (five hundred thousand/00) individually; (xvii) not create any real rights (diritti reali) over their assets or give any guarantee, indemnity or commitment to secure an obligation to a third party for an amount or value in excess of Euro 500,000 (five hundred thousand/00) individually; (xviii) not, at any title whatsoever, borrow any money from the Signing Date Seller and its Affiliates (including, among others, through shareholders’ loans) or lend to and including the Closing DateSeller or its Affiliates; (xix) not grant or create any Encumbrance or issue any security undertaking whereby it would assume liability in lieu of any third party or give any guarantee, indemnity, commitment to secure an obligation of the Shareholders shall cause same, in each case except as required under the Company and the dAF-Consolidated Group to conduct the Business materially Existing Main Financing Documentation and/or other existing agreements and/or in the ordinary and usual course of business consistent with past practicespractice; (xx) not amend or terminate the employment agreement with any key employee or hire any new key employee in each case having a remuneration (RAL) higher than Euro 200,000 (two hundred thousand/00) per year, except in particularcase of replacement due to voluntary resignations; (xxi) not amend or terminate any agency or similar agreement or entering into new agency or similar agreements providing for a minimum turnover higher than Euro 100,000 (one hundred thousand/00) per year; (xxii) not amend, without limitation terminate or create any pension, health, welfare or incentive plan or enter into any new local labour agreement, unless required by applicable Laws and/or applicable collective agreements; (xxiii) not revoke, appoint or replace any of the current members of the management, control and supervisory bodies, except in case of voluntary resignations or natural termination of the office; (xxiv) not waive or settle any pending or threatened claim or litigation (A) having a value higher than Euro 300,000 (three hundred thousand/00) individually or (B) which is material for the Business; (xxv) not terminate, discontinue, close of any plant or facility for the business operation; (xxvi) not agree or commit to do any of the foregoing. (b) In the event the Company and/or the Subsidiaries intend to agree or carry out any of the actions referred to in Section 4.4(a) during the Interim Period, unless the Purchaser expressly consents otherwise (Seller shall request the prior written consent of the Purchaser, providing the same with all necessary information and supporting documentation in connection thereto, which consent shall not be unreasonably withheld), to: 8.4.1 maintain, withheld or delayed. In the event the Purchaser fails to object in all material respects writing to Seller’s request within and in accordance with past practiceno later than 5 (five) Business Days, the working order and condition of their properties and assets; 8.4.2 maintain the Books and Records of the Company and the dAF-Consolidated Group in the usual, regular and ordinary manner; 8.4.3 continue to conduct their businesses in the ordinary course materially consistent with past practice, including but not limited to using all commercially reasonable efforts to preserve the business organization and reputations of the Company and the dAF-Consolidated Group and continuing all current sales, marketing and promotional activities relating to the Business, and abstain from entering into any transaction other than materially in the ordinary and usual course of business; 8.4.4 use commercially reasonable efforts to continue to maintain existing business relationships and goodwill with suppliers, lessees and other customers; and 8.4.5 use commercially reasonable efforts to keep available the services of their present officers and employees, it being understood that neither the Sellers, nor the Company nor the dAF-Consolidated Group shall be obliged to offer benefits not consistent with past practices. For the avoidance of doubt, it is agreed that inter alia the following matters shall be deemed to be conducted in the ordinary and usual course of business and not to constitute a Material Adverse Effect: (i) accepting deliveries of Aircraft Assets in accordance with the terms of the Forward Order; (ii) exercising the cancellation options under the Forward Order; and (iii) incurring expenditure in connection with the preparation and implementation of the transactions contemplated under this Agreement, provided, however, that the provisions set forth in Section 8.2.4 hereof and of Sections 2(m) and 16 of Exhibit 5.1 shall remain unaffected. It is being understood that the Shareholders Purchaser shall be deemed to have performed their approved the proposed action for all purposes hereunder and the relevant Group Company shall be free to carry out or perform the same. For purposes of this Section 4.4, notices may be given by electronic mail as provided for in Section 14.10. (c) During the Interim Period, the Seller shall provide, and shall procure that the Group Companies provide, to the Purchaser and its Affiliates and Representatives – upon the Purchaser’s written request – reasonable access to the directors and key employees, books and records relating to the conduct of the Business as the Purchaser may reasonably request, to the extent that this occurs in compliance with the Laws. (d) Without prejudice to Section 4.4(e) below, the Seller shall indemnify the Purchaser and/or, at the Purchaser’s sole discretion, any Group Company, in respect of any Losses incurred or suffered by the Purchaser and/or any Group Company as a consequence of any breach of any covenant and obligation upon the Seller under Section 4.4(a). The indemnification obligations set forth in this Section 4.4(d) are the sole remedy available in relation to any breach by the Seller of any covenant and obligation upon the Seller under Section 4.4(a), without prejudice to Section 4.4(e); therefore, without prejudice to Section 4.4(e): (i) it shall be excluded any other right, action, remedy, defense, exception, claim or means of protection however available (also pursuant to any applicable Law) on any party in relation thereto; and (ii) the Purchaser shall not have the right to rescind or terminate this Agreement (including under Article 1467 of the Italian Civil Code) or – following the fulfillment of the Conditions Precedent (or the waiver in writing by the Parties pursuant to this Agreement) – refuse to effect Completion or perform its obligations set forth under this Section 8.4 by passing the shareholders’ resolution attached as Exhibit 8.1 without undue delay Agreement, prior to, on or after the Signing Completion Date, in the event of a copy breach of such resolution to be sent by registered mail or personally handed over to Mr. ▇▇▇▇ ▇▇▇▇▇▇, as chairman any covenant and obligation upon the Seller under Section 4.4(a). (e) In case of material breach of any of the Company’s supervisory board, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Loechteken as members obligations of the management board as soon as possible (unverzüglichSeller provided under Section 4.4(a)(v), 4.4(a)(vi), 4.4(a)(viii),4.4(a)(xi) after passing of such resolution. If and 4.4(a)(xix) the Purchaser notifies is entitled to terminate before Completion – unless the Sellers of any non-compliance by management with such resolution Sellers shall, if such complaints are substantiated, discuss with Purchaser appropriate steps, if any, which could be taken to address such non-compliance. The Parties agree that the supervisory board of the Company may between the Signing Date and the Closing resolve on the granting of incentives (payable breach has been cured by the Company following the Closing) to ▇▇. ▇▇▇▇▇▇▇▇▇ and Mr. Loechteken under the debis AirFinance B.V. Managing Directors Incentive Plan subject to the terms as laid down in a letter dated December 2004 by the Company to each of the aforementioned Persons, a copy of such letter (excluding its attachments) has been furnished Seller to the Purchaser’s reasonable satisfaction – with immediate effect, this Agreement pursuant to Article 1456 of the Italian Civil Code. In this event: (i) except for this Section 4.4(e), Sections 14, 15, 16 and 17, as well as the provisions of this Agreement that, in accordance with their terms or their nature, shall survive to the termination of this Agreement or the ceasing of its effects, which will remain in full force and binding between the Parties, all the provisions of this Agreement shall lapse and cease to have effect; but (ii) neither the lapsing of those provisions nor their ceasing to have effect shall affect any remedy or right of the Purchaser in accordance with any applicable Law and/or this Agreement (including, without limitation, its ability to claim damages) in respect of non-performance of the obligations included under Sections 14.5 and 14.6 below falling due for performance prior to such lapse and cessation. (f) For the avoidance of doubts, the actions contemplated by Schedule 3.1(d) and by Schedule 9.1 shall be deemed as approved for the purposes of Sections 4.4(a) and 4.4(b) and, therefore, shall not be considered a breach of Section 4.4(a).