Common use of Interim Period Clause in Contracts

Interim Period. 6.1 The Seller undertakes to the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchaser: (A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and (E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Seller. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The Seller undertakes to During the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchaser: (A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and (E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of AssignmentInterim Period, the Seller shall undertake all necessary actionscause the Company to be managed in accordance with its ordinary course of business, including but in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not limited tobe unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that: (Aa) by informing the debtors of the Accounts Receivable Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in writing that the Accounts Receivable have been assigned to the Purchaserits capital structure; (Bb) no dividends or reserves will be declared or paid by requesting the counterparties Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above; (c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business); (d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees; (e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Contracts in writing for their co-operation Company’s employees’, increase the compensation payable to the transfer employees and the directors of contract to which the Seller is a party; andCompany or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements; (Cf) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws; (g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify the existing indebtedness of the Company ; (h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the extent Company; (i) the Company does not already referred enter into factoring agreements and/or financial leases agreements; (j) the Company does not enter into any legally binding commitment with respect to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect any of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Sellerforegoing. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The (a) Seller undertakes to agrees that, during the Purchaser that in the period from the Signing Date to the Completion DateInterim Period, except with the approval of the Purchaserit shall: (Ai) none conduct the Business in the ordinary course consistent with prior practice, including, but not limited to prior membership sales practice, and shall not incur any additional debt outside of the Subsidiaries’ articles ordinary course, issue any new complimentary or discounted memberships or make any modifications to the Business as conducted as of association or other constitutional documents will be changed or altered;the date of this Agreement, unless previously agreed to by the parties in writing; and (Bii) each of the Subsidiaries preserve its business organization intact and shall use its best endeavours efforts to carry on its respective business in all material respects in preserve for Buyer the ordinary good will of (A) the Present Members, (B) the suppliers of the Business, and usual course and consistent with past practice; (C) neither any third parties related to the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do soBusiness; and (Eiii) no dividend or other distribution or repayment of capital is(A) not enter into negotiations with, or shall beprovide any information to, paid any third parties interested in the possible acquisitions of any or declared by the Seller or any all of the SubsidiariesOvox Clubs, other than the Distributionand, (B) unless Buyer is in breach of this Agreement or has terminated this Agreement, Seller may not terminate this Agreement without Buyer's prior written approval. 6.2 The (b) Buyer and Seller further undertakes agree that during the Interim Period they shall work together to provide appropriate notice and complete necessary filing with respect to each of the following: (i) notification of anticipated sale to the Purchaser that on New Jersey division of taxation, in accordance with Section 54-11A-15 of the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date New Jersey Statutes; and (ii) letter of non-applicability to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means New Jersey Department of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer Environmental Protection, in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a partyIndustrial Site Recovery Act; and (Ciii) notice of Seller's intention to sell a health club facility to the extent not already referred to in this section 6.2, the proper fulfilment Division of applicable transfer requirements in respect Consumer Affairs of the Intellectual Property Rights State of New Jersey; and (iv) any and Further Assets and Liabilities owned and/or held by the Sellerall other necessary or appropriate filings with federal, state or local authorities. 6.3 The (c) Buyer and Seller and the Purchaser hereby agree that in during the period from Interim Period: (i) Buyer, or Buyer's parent company, TSI, shall have the Signing Date exclusive right to negotiate with Sam's East, Inc. (the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries"SAM'S LANDLORD"), unless such transfer has materially adverse consequences for a lease for the Seller or premises located at The Shopping Center located on the Subsidiariescorner of Highway 18 and Tyces Lane in East Brunswick, New Jersey (the "TYCES LANE PREMISES"), which will allow an affiliate of Buyer to establish a health club facility at such location; such determination to be made by the Seller and the Purchaser jointly acting reasonably.and

Interim Period. 6.1 The Seller undertakes 4.1 During the Interim Period, the Vendor shall not exercise its right to vote on the basis of its participation interest in the Company without the Purchaser's prior written consent (such consent not to be unreasonably withheld or delayed), and the Vendor shall remain subject to all of its other obligations in respect of the Interim Period pursuant to this Agreement without limiting the generality of this clause 4.1. 4.2 During the Interim Period, the Vendor shall also: (a) consult with the Purchaser and keep the Purchaser reasonably informed of all matters of which the Vendor is aware relating to the Licences other than those of a minor or routine nature; (b) use its reasonable endeavours within the scope of the LLC Law and the Foundation Documents (especially taking into account the restrictions on confidentiality set forth in Article 18 of the Foundation Agreement) to request copies from the Company of such books and records of the Company (including, without limitation, all statutory books, minute books, leases, contracts and licences) as the Purchaser may reasonably request, and shall deliver such copies to the Purchaser that in the period reasonably promptly upon their receipt from the Signing Date Company; (c) not allow any act or omission, to the extent it is not beyond the Vendor's control, which would constitute or give rise to a material breach of any Warranty if the Warranties were to be repeated on or any time before Completion Date, except with by reference to the approval facts and circumstances then existing; (d) ensure that prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the PurchaserVendor in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (e) not vote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of the distribution and payment of any dividend or other distribution of the Company's net profits (within the meaning of Article 28 of the LLC Law) to be paid or made by the Company; (f) not allow any transaction outside the ordinary or usual course of business between the Company on the one hand and the Vendor on the other hand and not vote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of: (Ai) none any agreement, contract, arrangement or transaction (whether or not legally binding) that otherwise constitutes an "interested party transaction" or a "major transaction" under the LLC Law without the Purchaser's prior written consent (such consent not to be unreasonably withheld or delayed), and (ii) any action cancelling, revoking or withdrawing the Company's grant of the Subsidiaries’ articles waiver, if any, contemplated by clause 3.1(f) or allowing the Company to demand that the Purchaser's rights and obligations under this Agreement be assigned or transferred to or assumed by the Company within the meaning of association or other constitutional documents will be changed or alteredArticle 21(4) of the LLC Law; (Bg) each not pledge, sell, charge, transfer or otherwise encumber the Share save for the grant to EBRD of any Security Interests or other related rights pursuant to the Financing Agreements and save for any pre-emption rights existing under the LLC Law and the Foundation Documents; (h) use its reasonable endeavours within the scope of the Subsidiaries LLC Law and the Foundation Documents (especially taking into account the restrictions on confidentiality set forth in Article 18 of the Foundation Agreement) to request such information from the Company regarding the business, assets, liabilities, contracts and affairs of the Company as the Purchaser may reasonably request, and to convey such information to the Purchaser reasonably promptly upon its receipt from the Company; (i) not vote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of the Company, except as otherwise contemplated by this Agreement, creating, allotting, issuing or granting (or agreeing to do so) any share or loan capital or option in respect of any share or loan capital; (j) not vote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of any increase in the remuneration of the general director of the Company without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed); and (k) ensure that the amount of any loans (except accrued interest) owed by the Company to the Vendor as at the date of this Agreement shall not be increased and that the Company shall not incur any new loans (except accrued interest) owed to the Vendor. 4.3 During the Interim Period, the Vendor shall use its best reasonable endeavours in its capacity as a Company participant under the LLC Law and the Foundation Documents, to carry the extent that the Vendor has actual knowledge of any acts or omissions of the Company relating to the matters covered by this clause 4.3, to procure that the Company: (a) carries on its respective business in the ordinary and usual course, including, without limitation, not entering into any material agreement, contract, arrangement or transaction other than in such ordinary and usual course; (b) takes all material respects reasonable steps to preserve and protect its assets; (c) does not without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) sell, charge, transfer, assign or encumber in any manner whatsoever the Licences or any other assets of the Company save for the sale of Petroleum in the ordinary and usual course of business and consistent with past practicethe grant to EBRD of any Security Interests or other related rights pursuant to the Financing Agreements; (Cd) neither does not agree to any termination or material amendment of any Licence without the Seller nor prior written consent of the Subsidiaries shall terminate Purchaser (such consent not to be unreasonably withheld or amend delayed); (e) conducts all business in relation to the employment agreements Licences in a proper manner and in accordance with the applicable laws of the Russian Federation and continues to take all reasonable steps in accordance with the Vendor's and the Company's normal business practice to preserve and protect the Licences; and (f) maintains all insurance policies that are in effect on the date of this Agreement in relation to the Licences and that any claims against insurers for loss or damage relating to the Licences suffered prior to Completion are diligently pursued. 4.4 If, pending Completion, a material decision is required to be taken by the Company, or by the Vendor in its capacity as a Company participant under the LLC Law and the Foundation Documents, under or in connection with any of the Employees other than with the prior written approval Licences on a matter relating to or affecting any Licences (including without limitation a matter on which a vote is required under any of the PurchaserLicences) the Vendor shall: (a) to the extent the Vendor has actual knowledge of and actual details of that matter or the result of such material decision, as soon as reasonably practicable, supply the Purchaser with details of that matter and/or inform the Purchaser of the outcome of such material decision; (Db) no Subsidiary shall allot, issue, redeem prior to taking or repurchase securities, loan capital participating in taking the decision (including shareholder loans and profit participation rightsto the extent that the Vendor actually participates in the taking of such decision) or shall become exercising its vote or thereafter instructing its representatives to vote (to the extent that the decision to be taken is a party matter upon which a participants' vote is required under the LLC Law and the Foundation Documents), to any agreement consult (to do sothe extent practicable) with the Purchaser in relation to that matter and record the directions of the Purchaser in respect thereof; and (Ec) no dividend as soon as reasonably practicable after the taking of any such decision or other distribution or repayment the exercise of capital is, or shall be, paid or declared any such vote by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment Vendor under clause 4.4 (the “Deed of Assignment”b) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to the Vendor actually participated in this section 6.2, the proper fulfilment taking of applicable transfer requirements in respect such decision or the exercise of such vote) inform the Purchaser of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Sellerresult. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The (a) Seller undertakes agrees that, to the Purchaser extent relating to ASRE, its assets or the Business, Seller shall enforce the provisions of Section 5.01 of the Merger Agreement. In the event that in Seller becomes aware of any failure of ASI to comply with the period from provisions of Section 5.01 of the Signing Date Merger Agreement to the Completion Dateextent relating to ASRE and its assets, except with or the approval Business, Seller shall promptly notify Buyer of such failure, giving reasonable detail to the Purchaser: (A) none extent of Seller’s knowledge and shall not consent to any action taken by ASI or its Subsidiaries thereunder, to the Subsidiaries’ articles of association extent such action relates to ASRE, its assets or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with Business, without the prior written approval consent of Buyer, which consent shall not be unreasonably withheld or delayed. (b) In the event that the Closing does not happen substantially simultaneously with the closing of the Purchaser;Merger, Seller shall comply with Section 5.01 of the Merger Agreement to the same extent that ASI is required to comply therewith prior to the Closing to the extent relating to ASRE, its assets or the Business. (Dc) Seller agrees that, prior to Closing, all Subsidiaries of ASRE will be disposed of, such that ASRE will have no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; andSubsidiaries at Closing. (Ed) no dividend or other distribution or repayment of capital isSeller agrees that prior to Closing, or shall becertain non-cash balance sheet assets, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that as set forth on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment Schedule 4.01(d) (the “Deed of AssignmentNon-Cash Assets”) will be distributed out of ASRE as part of the Additional Pre-Closing Dividends, or if not so distributed, then such Non-Cash Assets will be converted to be mutually agreed by cash prior to Closing (e) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the Seller right to control or direct the operations of ASI or ASRE prior to the Closing. Prior to the Closing, ASI and the Purchaser acting in good faith. In order to implement such transfer in accordance ASRE shall exercise, consistent with the Deed terms and conditions of Assignmentthis Agreement, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights complete control and Further Assets supervision over ASI and Liabilities owned and/or held by the SellerASRE’s operations. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The 5.1 During the Interim Period the Seller undertakes to the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchasershall: (Aa) none perform and procure the performance of all activities and obligations in relation to the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects Transferred Interest in the ordinary and usual course of business and consistent in accordance with past practicegood oilfield practices, including procuring the payment of all Cash Calls; (Cb) neither advise the Seller nor Purchaser promptly of any claim, legal proceedings, arbitration or expert reference which may arise in connection with the Subsidiaries shall Transferred Interest; (c) not terminate or amend amend, or permit any amendment or termination of, the employment agreements with any of PSC, the Employees other than with HOA, the Operating Agreement or the Production Co-ordination Agreement without the prior written approval consent of the Purchaser and shall not create or permit to subsist any Encumbrance over the Transferred Interest (other than in respect of the carry detailed in the farm in agreement of 19 March 1998) and not execute any new operating agreements, cooperation Exhibit 4.49-14 agreements, unitisation agreements or project documents in relation to OML 130 without prior written consent of the Purchaser; (Dd) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party prior to any meeting under the PSC, the Operating Agreement, or the Production Co-ordination Agreement or prior to any material decision being taken in respect of the Transferred Interest, consult with the Purchaser and, in attending such meeting or casting its vote or abstaining, take account of any reasonable representation which the Purchaser may make; (e) use its reasonable endeavours to procure agreement to do sothe Purchaser's representative attending meetings under the PSC, the Operating Agreement and the Production Co-ordination Agreement as an observer and together with the Seller's representative; (f) notify the Purchaser as soon as reasonably practicable of any event or matter which would cause the Seller's Warranties, if the Seller's Warranties were repeated every day until Completion, to be breached; (g) subject to any confidentiality restrictions by which the Seller is bound, keep the Purchaser informed in a timely manner of any Cash Calls issued and details of payments made and the adoption or amendment to any work programme and budget and the negotiation or execution of any material contract pursuant to the PSC and the Operating Agreement, and to the extent not already provided, provide the Purchaser with copies of all Data, written notices and other information provided by or to the Seller (whether before or during the Interim Period) including any technical or geological data or minutes of meetings received under the PSC, the Operating Agreement, the Production Co-ordination Agreement or the HOA and shall provide the Purchaser and the Purchaser's advisers with access, at times convenient to the Seller and subject to reasonable prior notice, during normal working hours to such information, documentation and data (subject always to any confidentiality obligations restricting disclosure) which they may reasonably require in respect of the Transferred Interest; (h) procure TUPNI to maintain any insurance taken out under the Operating Agreement (details of which shall be provided to the Purchaser promptly following the date hereof to the extent not already provided) and shall procure TUPNI to pursue any claim under the insurance policies and apply any insurance proceeds to meet any costs and expenses or credit the proceeds to the joint account of the Contractor under the Operating Agreement; (i) take all reasonable steps available to it to ensure that OML 130 is not amended, varied or revoked; and (Ej) no dividend not transfer nor assign, nor enter into any agreement or other distribution arrangement for the transfer or repayment of capital isassignment of, any rights or shall be, paid or declared by the Seller or any obligations in respect of the Subsidiaries, other than the DistributionRetained Interest. 6.2 The Seller further undertakes 5.2 If Completion does not take place for any reason provided for in this Agreement: Exhibit 4.49-15 (a) all information provided to the Purchaser that on the date hereof under this Clause 5 will be returned to the Seller at the Purchaser's cost promptly after the Seller's request therefor and the Subsidiaries Purchaser shall not retain copies thereof; and (b) all analyses, compilations, studies or other documents prepared by or on behalf of the Purchaser relating to OML 130 and the OML Area and/or the Transferred Interest will enter into be destroyed. 5.3 In respect of the Economic Ownership Transfer AgreementTransferred Interest, the Purchaser agrees and accepts that all work programmes and budgets, commitments to expenditures and other decisions relating to Petroleum Operations relating to the OML Area and which are approved by the management committee under the PSC shall be binding upon the Purchaser in all respects. 5.4 It is agreed that as at Completion and as between the Parties, the words "3 representatives of Contractor" referred to in clause 15 of the HOA shall be read and construed as meaning "2 representatives of the Purchaser and 1 representative of the Seller". In connection therewith For the avoidance of doubt, the Seller undertakes that shall support any request by the Purchaser for representation at any subcommittee established under clause 7.7 of the PSC. 5.5 If TUPNI as Operator fails to pay to or credit the Joint Account (as both terms are defined in the period from the Signing Date Operating Agreement) with any amount due to the Completion Date Contractor under the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by PSC, then the Seller and the Purchaser acting in good faith. In order shall co-operate and take such actions as are reasonable to implement procure that such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned amount is paid to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Seller. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences Joint Account for the Seller or the Subsidiaries; such determination to be made by benefit of the Seller and the Purchaser jointly acting reasonablyaccording to their respective Participating Interests (as defined in the Operating Agreement). 5.6 After the date hereof, the Seller shall not agree to any amendment to the HOA which affects the rights, benefits and interests under the HOA to be assigned to the Purchaser at Completion pursuant to the assignment of the HOA interests forming part of the Completion Documents without the prior consent of the Purchaser, which shall not be unreasonably withheld.

Interim Period. 6.1 2.1 The Seller undertakes Sellers hereby undertake with the Purchasers that during the Interim Period, subject to the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the PurchaserInland Revenue it will procure that the Participating 156 Company may continue to participate in the Sellers' Scheme as an employer in respect of the Relevant Employees until the Pension Transfer Date as if it were an associated company of the Sellers. 2.2 The Purchasers hereby undertake with the Sellers that they will procure that the Participating Company will, during the Interim Period: (Aa) none participate in the Sellers' Scheme for the benefit of Relevant Employees who are from time to time members of the Subsidiaries’ articles of association or other constitutional documents will be changed or alteredSellers' Scheme; (Bb) each pay in respect of the Subsidiaries shall use Relevant Employees in its best endeavours employment the following contributions to carry on its respective business the Sellers' Scheme in all material respects in respect of each calendar month (or part thereof) during the ordinary and usual course and consistent with past practice;Interim Period: (Ci) neither employer contributions at a rate equal to the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become employer's contracting-out rebate on a party to any agreement to do socontracted-out money purchase basis at source; and (Eii) no dividend members' contributions at the rate of 5% of Pensionable Earnings (earned during and in respect of the calendar month or other distribution part thereof); payment to be in arrears within 7 days of the end of the calendar month to which they relate; (c) comply with the provisions of the Sellers' Scheme; (d) not do or repayment omit to do any act or thing whereby the approval under ICTA of capital is, the Sellers' Scheme or shall be, paid its status as a contracted-out scheme would or declared might be prejudiced; (e) (if the Interim Period extends beyond 5 April 2002) not increase the Pensionable Earnings of any Relevant Employee to or above an amount which exceeds such Relevant Employees' Pensionable Earnings at Completion by more than the rate assumed in the Actuary's Letter except with the prior approval of the Sellers and on such terms as to payment of additional contributions to the Sellers' Scheme as the trustees of the Sellers' Scheme or the Sellers may require. (f) not exercise any power or discretion under the Sellers' Scheme which would affect the benefit entitlements of the Relevant Employees without the consent of the Sellers (such consent not to be unreasonably withheld); 157 (g) notify the trustees of the Sellers' Scheme of the names of those Relevant Employees (if any) who cease to be employed by the Seller or any Purchasers during the Interim Period; and (h) complete such documents as the trustee of the SubsidiariesSellers' Scheme reasonably requires. 2.3 In the event that any contribution due to the Sellers' Scheme in accordance with paragraph 2.2 is not paid by the due date the Purchasers shall procure that the Participating Company shall pay Interest on the over due amount. 2.4 The Purchasers will promptly deliver to the Sellers drafts before they are issued and copies once they are issued of all notices and announcements relating to the Sellers' Scheme or the Purchasers' Scheme supplied to the Relevant Employees before the Pension Transfer Date. 2.5 The Purchasers undertake that during the Interim Period the Participating Company shall if so required by the Sellers in writing, nominate the Seller (or such other person as the Seller may direct) as: (a) the appropriate person under section 21(9) of the Pensions ▇▇▇ ▇▇▇▇; (b) its representative for the purposes of section 58(4) of the Pensions ▇▇▇ ▇▇▇▇, as modified by the Occupational Pension Schemes (Minimum Funding Requirement and Actuarial Valuation) Regulations 1996; and (c) its agent for the purposes of consultation under section 35(5) of the Pensions ▇▇▇ ▇▇▇▇. 2.6 The Sellers undertake to procure that the Sellers' Scheme will not be terminated or amended if any amendment would have the effect of reducing the Transfer Amount prior to the payment of the Transfer Amount and the Supplementary Transfer Amount in accordance with paragraph 5 or, if sooner, 12 months after the Pension Transfer Date. 2.7 The Sellers and the Purchasers shall use their best endeavours to procure that while the Relevant Employees are members of the Sellers' Scheme their employment shall be contracted-out employment (within the meaning of section 8 of the Pension Schemes Act 1993) by reference to the Sellers' Scheme. 2.8 The Sellers undertake with the Purchasers that they will not take any actions (other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred those required by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer law or in accordance with the Deed provisions of Assignmentthis Schedule) to 158 persuade Relevant Employees not to consent to become Transferring Members. For the avoidance of doubt, the Seller shall undertake all necessary actionsSellers and the Purchasers agree that this paragraph 2.8 will not prevent the Sellers from providing information to any Relevant Employee in connection with, including but not limited to: (A) by informing the debtors of the Accounts Receivable and in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2particular regarding his or her benefits under, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the SellerSellers' Scheme. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 7.1 The Seller Sellers agree to inform the Buyer, in a timely manner, of any act or of any extraordinary or substantially relevant event of which they may become aware with regard to Del Monte Corporate Group. The Sellers represent that they have not granted their consent to any activity carried out outside of the ordinary course by CDMI, the Companies and the Principal Subsidiaries from June 24, 2004 through the date in which the Interim Period begins. 7.2 Moreover, on the date of the signing of this Agreement by the Sellers, said Sellers shall deliver to the Buyer statements attached to this Agreement in Appendix 17, signed by the members of the board of directors of the Companies pursuant to which said members shall assume the charge of managing the Companies and of their respective Principal Subsidiaries for the Buyer. 7.3 During the Interim Period, CDMI undertakes to manage the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchaser: (A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects San ▇▇▇▇▇▇ Business in the ordinary course of business and usual course that without the previous written consent of the Buyer, such consent not to be unreasonably withheld or delayed, (i) it shall not execute or terminate, before expiration, any agreements with a value that exceeds (euro) 500,000 with customers and consistent suppliers; and (ii) it shall not hire new employees (except for seasonal workers hired to meet the needs of the business in line with past practice;) nor change the terms and conditions of any employment contracts other than changes made in compliance with law or the applicable collective bargaining agreement). (C) neither 7.4 Notwithstanding the Seller nor obligations of the directors provided for in Appendix 17, the Companies and the Principal Subsidiaries shall terminate be free to complete the actions provided for therein, if necessary in order to: (i) fulfill obligations or amend the employment agreements with any undertakings of the Employees other Sellers pursuant to this Agreement; (ii) fulfill contractual undertakings or obligations of the Companies or Subsidiaries, taken on prior to the starting date of the Interim Period; (iii) comply with measures or directives of competent authorities; and (iv) avoid serious prejudice to the Company or Subsidiary in question, which, in the judgment of the Board of Directors of the Company or Subsidiary, would result in the failure to complete, in a timely manner, the action in question. In such cases, the Buyer may not claim fulfillment of the actions in question. 7.5 Moreover, the Buyer shall be entitled to request the appointment of a representative as an observer on the Board of Directors of the Companies without the right to vote; if said request is made, the appointment shall be carried out in as short a time as is reasonably possible, subsequent to the signing of this Agreement by the Sellers. 7.6 The Buyer expressly acknowledges that, during the Interim Period, the Companies and Subsidiaries shall continue to operate in order to improve the terms and conditions for payment to the suppliers, which are currently much worse than the market standard. 7.7 During the Interim Period, the Parties shall work together, as regards the San ▇▇▇▇▇▇ Business, to comply fully with the prior written approval union consultations provided for in Art. 47 of law no. 428 of 29 December 1990. 7.8 During the Interim Period, the Sellers shall do everything in their power to allow the Buyer to have access to the information and documents relating to the Del Monte Concern, in order to facilitate the acquisition of control by the Buyer on the Closing Date and the fulfillment of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and (E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any disclosure obligations of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In Buyer in connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Sellertransaction. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The Seller undertakes to the Purchaser that in During the period from the Signing Date signing of this Agreement to Completion (the Completion Date"Interim Period"), except with the approval of Seller shall (and shall procure that NewCo and the Purchaser:Subsidiaries shall): (A) none operate its business only in the ordinary course and meet the normal and recurring obligations of its business (for the avoidance of doubt the normal ordinary course of business includes lettings to tenants and other arrangements with tenants in accordance with past practice, the termination of the Subsidiaries’ articles joint venture with The Office Operators and the investments in the investment plan of association or other constitutional documents will be changed or alteredthe Seller except plans for the A Hall); (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees not allot, issue other than with by way of dividend proposed before the prior written approval date of the Purchaser; (D) no Subsidiary shall allot, issuethis Agreement, redeem or repurchase securities, securities or loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; andor (EC) no not pay (other than where proposed prior to the date of this Agreement) or propose or declare any dividend or other distribution or repayment of capital iscapital. 6.2 During the Interim Period and subject to Applicable Law and the confidentiality agreement dated 23 January 2018 between the Seller and Highbrook Fund III Acquisitions NL, C.V. (the "Confidentiality Agreement"), the Seller shall provide to the Buyer the written information the Seller provides to its Supervisory Board after each Supervisory Board meeting as well as the minutes of such meetings when they have been approved by the Supervisory Board. The Buyer confirms that it is bound by the Confidentiality Agreement. 6.3 The Seller recognizes that the Buyer has expended considerable funds, resources and time performing its due diligence investigation and/or in negotiating this Agreement and other transaction documents in connection with the Transaction. In view of this fact, among other factors, from the date of this Agreement until Completion, neither NewCo, the Seller, nor any of their respective subsidiaries or Representatives shall directly or indirectly solicit or induce any expression of interest, proposal, inquiry or offers (or the announcement thereof) for, or shall berespond to, paid any unsolicited expression of interest, proposal, inquiry or declared by offers for, or enter into any agreement, term sheet or other similar document (whether or not binding) or conduct any negotiations or discussions or otherwise cooperate with any other person, firm, corporation or other entity with respect, to any of the following transactions or series of transactions (any such transaction being referred to as a "Competing Transaction"): (A) any debt facility (excluding ordinary course trade debt); (B) the issuance other than pursuant to the dividend proposal made in connection with the AGM, sale, grant or disposition of any equity interests of NewCo or the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof subsidiaries of NewCo or the Seller and the Subsidiaries will enter (including any option, right to acquire or other security convertible, exercisable or exchangeable into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaserequity); (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2sale, the proper fulfilment lease, license, exchange or disposition of applicable transfer requirements in respect any assets of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Seller. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for NewCo or the Seller or their respective subsidiaries (other than lettings to tenants and other arrangements with tenants and joint venture parties in the Subsidiariesordinary course of business consistent with past practice); such determination to be made by or (D) any merger, consolidation, business combination, plan of arrangement, joint venture, share exchange, reorganization, acquisition of securities, recapitalization or similar transaction involving NewCo, the Seller and the Purchaser jointly acting reasonably.or their subsidiaries or their business or assets,

Interim Period. 6.1 The Seller undertakes Company covenants as follows with respect to the Purchaser that period prior to the earlier of the Effective Date and the termination of this Agreement: (a) The Company shall use commercially reasonable efforts and take all actions reasonably necessary or appropriate to preserve the business, assets and goodwill of the Company's petrochemicals and pulp chemicals businesses and to operate the petrochemicals and pulp chemicals businesses of the Company in the period from ordinary and normal course consistent in all material respects with prior practices. (b) Except as expressly permitted hereunder or with the Signing Date written consent of RAM (which consent shall not be unreasonably withheld, delayed or conditioned), the Company (i) shall not implement any material changes to the Completion Dateoperation of its petrochemicals business, except with (ii) shall not enter into any new material contracts (such as labor union contracts and employment contracts) or amend, modify or terminate any such contracts, or waive any of its material rights thereunder and (iii) shall not modify its petrochemicals business plans or budgets in any material respect; provided, however, that nothing in this Agreement shall be construed to prohibit the approval Company from taking any of the Purchaser:following actions (collectively, the "Permitted Transactions"): (A) none of operating its businesses or managing its properties in the Subsidiaries’ articles of association or other constitutional documents will be changed or alteredordinary course, and paying obligations that arise in connection therewith; (B) each complying with its obligations as a debtor-in-possession under the Bankruptcy Code, the Bankruptcy Rules and orders of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practiceBankruptcy Court; (C) neither renewing or extending existing contracts for products and services, or entering into replacement contracts for such products and services, in the Seller nor ordinary course of business and upon terms and conditions available in the Subsidiaries shall terminate or amend the employment agreements market place in arms'-length transactions with any of the Employees other than with the prior written approval of the Purchasernon-Affiliates; (D) no Subsidiary shall allotreconciling, issue, redeem objecting to and litigating or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; andresolving claims asserted against the Company; (E) no dividend paying administrative obligations that arise in the ordinary course or other distribution or repayment are authorized to be paid by order of capital isthe Bankruptcy Court, or shall be, paid or declared including obligations for fees and expenses owed to professionals employed by the Seller or Company and the Creditors Committee, and compromising any of such obligations as may be appropriate; (F) amending the Subsidiaries, other than Company's existing debtor-in-possession credit facility ("Present DIP Financing") as necessary to insure the Distributionavailability of funding through the Effective Date; (G) selling the Company's pulp chemicals business as contemplated by the Plan but subject to compliance with Section 5(a); (H) disposing of the Company's acrylic fibers business as contemplated by the Plan but subject to compliance with Section 5(b); or (I) selling or otherwise disposing of surplus assets within the limits specified in the Present DIP Financing. 6.2 (c) The Seller further undertakes Company shall provide RAM with (i) access to all of the Company's data (as reasonably requested by Investor), (ii) access to the Purchaser that on Company's officers and (iii) full opportunity to investigate the date hereof the Seller Company's businesses and the Subsidiaries will enter into the Economic Ownership Transfer Agreementassets. In connection therewith the Seller undertakes that The Company shall keep RAM fully informed in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller reasonable detail and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: reasonable promptness regarding (A) by informing negotiations with its creditors, employees, labor unions and other interested parties in the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; Company's chapter 11 case and (B) the nature of, and any material changes to, its condition (financial or other), businesses, assets, liabilities (including contingencies), properties, results of operations and cash flows. (d) The Company will promptly advise RAM, and will afford RAM with reasonable and timely opportunities to consult, regarding any material actions to be taken or omitted by requesting the counterparties Company with respect to the Contracts proceedings in writing for their co-operation the Bankruptcy Court or with respect to any material changes in its charter or bylaws, material capital commitments, material capital expenditures, material financing transactions (including renegotiations or other modifications to existing material debt, credit or lease liabilities or arrangements, material purchases or sales of assets, material contracts or material litigation); provided, however, that, notwithstanding anything to the transfer contrary contained in this Agreement, ultimate control of contract to which the Seller is a party; andbusiness of the Company shall remain exclusively with the Company until the Effective Date. (Ce) to the extent not already referred to in this section 6.2As soon as practicable, the proper fulfilment of applicable transfer requirements Company and RAM will make, and cooperate in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Sellermaking, all filings, applications, requests for consents or similar authorizations for any Regulatory Approvals. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.

Interim Period. 6.1 The (a) During the Interim Period, Seller undertakes to shall (or, where applicable, Seller shall cause BP America to): (i) maintain and operate the Purchaser that in the period Properties and dispose of production from the Signing Date to the Completion Date, except with the approval of the Purchaser: (A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects Properties in the ordinary and usual course and of business consistent with the Seller's (or BP America's, where applicable) past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements custom and practice with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and (E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes respect to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment Properties, (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (Cii) to the extent not already referred practicable in the circumstances, consult with Buyer in relation to any material decision in connection with the Properties, provided that nothing in this section 6.2sub-clause shall operate to fetter the discretion of Seller (or BP America, where appl▇▇▇▇▇▇) in acting with respect to the proper fulfilment Properties except as explicitly provided in this Article 12.12, and (iii) generally keep Buyer in a timely manner informed of matters (not of a routine or minor nature) relating to the Properties. (b) Without the consent of Buyer (which shall not be unreasonably withheld or delayed), during the Interim Period, Seller shall not, (or, if applicable transfer requirements with respect to the BP America Properties, Seller shall cause BP America not to) with respect to the Properties: (i) except with respect to matters retained by Seller that are referenced in respect Exhibit "C", waive, compromise or settle any right or claim for an amount in excess of US $250,000 or which may reasonably be expected to have an adverse effect on the value of the Intellectual Properties as a whole in excess of US $250,000; (ii) incur obligations with respect to the Properties for which Buyer would be responsible after Closing, other than transactions (x) not exceeding US $250,000 individually which are incurred in the normal, usual and customary manner, of a nature and in an amount consistent with past practices employed by Seller (or, if applicable, BP America) with respect to the Properties, and/or (y) in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller's obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and obligations); (iii) encumber, sell, lease, remove from the Real Property Rights or otherwise dispose of any of the Properties (excluding sales of production therefrom in the ordinary course of business under existing Contracts or new contracts allowed under Article 12.12(b)(v)), except to the extent replaced by equivalent property or used, consumed or abandoned in the normal operations of Seller's (or, if applicable, BP America's) business; (iv) enter into a contract or commitment for capital expenditures or the acquisition or construction of fixed assets for which Buyer shall have financial responsibility after Closing in an amount individually in excess of two hundred fifty thousand dollars (US $250,000), except in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller's obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and Further Assets and Liabilities owned and/or held by obligations); (v) enter into a contract or agreement with an Affiliate of Seller or a contract or agreement with a term of greater than thirty (30) Days unless it can be terminated without penalty on no more than thirty (30) Days notice; or (vi) terminate, or materially amend or modify, or agree to terminate or materially amend or modify, any of the Sellercontracts included in the Properties, except renewals or extensions of such contracts on substantially the same terms. 6.3 The (c) Regardless of whether all of the operations conducted by Seller and (or, if applicable, BP America) during the Purchaser hereby agree that in Interim Period with respect to any of the period from Properties have been fully completed by Seller (or, if applicable, BP America) prior to Closing, Buyer shall, upon Closing, assume full responsibility for the Signing Date completion of all such operations applicable to the Completion Date Properties not in violation of this Article 12.12, subject, however, to the terms of the Transition Agreement during the Transition Period. (d) During the Interim Period, Seller shall transfer use (and, with respect to the legal title BP America Properties, Seller shall cause BP America to use) its reasonable efforts to obtain all required consents and economic ownership approvals, and all waivers of preferential purchase rights, applicable to the transactions contemplated by this Agreement, provided that Seller (and BP America) shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required consents, approvals and waivers. Buyer shall cooperate with Seller Loans (and BP America) in seeking to obtain such consents, approvals and waivers. (e) If any approvals are required under this Article 12.12, requests shall be delivered to the Subsidiariesfollowing individuals, unless each of whom shall have full authority to grant or deny such transfer has materially adverse consequences requests for the approvals: As to Buyer: As to Seller or the Subsidiaries; such determination to be made by the Seller (and the Purchaser jointly acting reasonablyBP America): Name: David Carmony Name: Susan Starr Title: Drilli▇▇ & ▇▇▇▇▇▇▇▇ing Title: Perfor▇▇▇▇▇ ▇▇▇▇ Manager, Gulf Coast Region Leader Address: 2000 Post Oak Blvd, Suite Address: 200 Westlake 100, Houston, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, W▇-▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇: (▇▇▇) ▇▇▇-▇2▇▇ ▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (713) ▇▇▇-▇▇▇▇ Fax: (281) ▇▇▇-▇▇▇▇ Email:davi▇.▇▇▇▇▇▇▇@▇▇▇▇hecorp.com Email: Sta▇▇▇@▇▇.▇▇▇ and and ▇▇▇▇: ▇▇▇▇ ▇ash Name: Shawn Conner Title: Produ▇▇▇▇▇ ▇▇▇ager, Gulf Title: Direc▇▇▇, ▇oast Region Business Development Address: 2000 Post Oak Blvd, Suite Address: 200 Westlake 100, Houston, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, W▇-▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇: (▇▇▇) ▇▇▇-▇3▇▇ ▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (713) ▇▇▇-▇▇▇▇ Fax: (281) ▇▇▇-▇▇▇▇ Email:alex.▇▇▇▇@▇▇▇▇▇▇▇▇rp.com Email: Con▇▇▇▇▇@▇▇.▇▇▇

Interim Period. 6.1 The (a) Seller undertakes to agrees that, during the Purchaser that in the period from the Signing Date to the Completion DateInterim Period, except with the approval of the Purchaserit shall: (Ai) none conduct the Business in the ordinary course consistent with prior practice, including, but not limited to prior membership sales practice, and shall not incur any additional debt outside of the Subsidiaries’ articles ordinary course, issue any new complimentary or discounted memberships or make any modifications to the Business as conducted as of association or other constitutional documents will be changed or altered;the date of this Agreement, unless previously agreed to by the parties in writing; and (Bii) each of the Subsidiaries preserve its business organization intact and shall use its best endeavours efforts to carry on its respective business in all material respects in preserve for Buyer the ordinary good will of (A) the Present Members, (B) the suppliers of the Business, and usual course and consistent with past practice; (C) neither any third parties related to the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do soBusiness; and (Eiii) no dividend or other distribution or repayment of capital is(A) not enter into negotiations with, or shall beprovide any information to, paid any third parties interested in the possible acquisitions of any or declared by the Seller or any all of the SubsidiariesOvox Clubs, other than and, (B) unless Buyer is in breach of this Agreement or has terminated this Agreement, Seller may not terminate this Agreement without Buyer's prior written approval; and (iv) use its best efforts to (i) complete all renovations listed in Section 8(d) hereof prior to the DistributionClosing Date, and (ii) apply for and obtain prior to the Closing Date the variance with respect to the basketball court or physical fitness room and shall provide copies of the related application to Buyer. 6.2 The (b) Buyer and Seller further undertakes agree that during the Interim Period they shall work together to provide appropriate notice and complete necessary filing with respect to each of the following: (i) notification of anticipated sale to the Purchaser that on New Jersey division of taxation, in accordance with Section 54-11A-15 of the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date New Jersey Statutes; and (ii) letter of non-applicability to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means New Jersey Department of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer Environmental Protection, in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a partyIndustrial Site Recovery Act; and (Ciii) notice of Seller's intention to sell a health club facility to the extent not already referred to in this section 6.2, the proper fulfilment Division of applicable transfer requirements in respect Consumer Affairs of the Intellectual Property Rights State of New Jersey; and (iv) any and Further Assets and Liabilities owned and/or held by the Sellerall other necessary or appropriate filings with federal, state or local authorities. 6.3 The (c) Buyer and Seller and the Purchaser hereby agree that in during the period from Interim Period: (i) Buyer, or Buyer's parent company, TSI, shall have the Signing Date exclusive right to negotiate with Sam's East, Inc. (the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries"SAM'S LANDLORD"), unless such transfer has materially adverse consequences for a lease for the Seller or premises located at The Shopping Center located on the Subsidiariescorner of Highway 18 and Tyces Lane in East Brunswick, New Jersey (the "TYCES LANE PREMISES"), which will allow an affiliate of Buyer to establish a health club facility at such location; such determination to be made by the Seller and the Purchaser jointly acting reasonably.and