Linklaters Clause Samples

Linklaters. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Telephone (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇ 1 Definitions And Interpretation 2 Local Agreements 3 Exclusive Appointment 4 Regulatory Requirements 5 Financial Terms 6 Pricing - Profit Share and Financial Performance 7 Marketing

Linklaters. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Telephone (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇ Facsimile (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇ This Agreement is made on 1 November 2010 between

Linklaters. This Agreement is made on 18 July 2003 between:

Linklaters. Ref: ▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP

Linklaters. Warsaw Towers u▇. ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇-▇▇-▇▇▇ ▇▇▇▇▇▇ Telephone (▇▇-▇▇) ▇▇▇ ▇▇▇▇ Facsimile (▇▇-▇▇) ▇▇▇ ▇▇▇▇

Linklaters. O▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Telephone (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇ Facsimile (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇ 1 Interpretation 1 2 Agreement to Sell 10 3 Consideration 11 4 Conditions 13 5 Pre-Completion 15 6 Completion 18 7 Employees, Pensions and Employee Incentives 19 8 European Business Indemnities 23 9 Post-Completion Adjustments 25 10 Warranties and Indemnities 26 11 Limitation of Sellers’ Liability 29 12 Claims 32 13 Guarantee 34 14 Confidentiality 35 15 Other Provisions 37 Schedule 1 (Clauses 2.1 and 2.2) Part 1 Details of Shares to be sold 54 Part 2 Details of Spanish Business to be sold 58 Part 3 Details of Austrian Business to be sold 60 Part 4 Details of German Business to be sold 61 Schedule 2 The Companies and the Subsidiaries 63 Schedule 3 The Properties (Clause 1.1) 71 Schedule 4 Documents in the Agreed Terms (Clause 1.1) 77 Schedule 5 Completion Obligations (Clause 6.2) 78 Schedule 6 Share Sale Adjustments Net Current Asset Statement (Clause 9.1) 84 Schedule 7 European Business Sale Adjustments (Clause 9.1) 96 Schedule 8 Warranties given by the Sellers (Clause 10) 105 Schedule 9 Warranties given by the Purchasers and the Purchasers’ Guarantor (Clause 10.4) 123 Schedule 10 Sellers’ Knowledge (Clause 10.1.5) 124 Schedule 11 Split Contracts (Clause 15.3.3) 129 Schedule 12 Inter-Group Debt (Clause 6.4) 130 Schedule 13 Retirement Benefit Arrangements 131 Schedule 14 Permitted Pre-Completion Actions (Clause 5.1) 132 Schedule 15 Transferring Employees (Clause 10.4.3) 134 Schedule 16 Seller Retained Costs (Part 1 of Schedule 6) 135 Schedule 17 Litigation 142 This Agreement is made on 10th March 2006

Linklaters. One ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Tel: (44-▇▇▇) ▇▇▇ ▇▇▇▇ Ref: JPC/CXC 2 TABLE OF CONTENTS

Linklaters. English counsel to ▇▇▇▇▇▇▇▇▇ International, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(e) hereto), in form and substance satisfactory to you, dated such Time of Delivery, to the effect that: (i) ▇▇▇▇▇▇▇▇▇ International is a limited liability partnership duly incorporated and existing under the laws of England and Wales; and (ii) ▇▇▇▇▇▇▇▇▇ International is duly authorized by the Financial Services Authority (the "FSA") to conduct the following business (all as defined by the FSA): (A) to advise on investments (excluding Pension Transfers and Pension Opt Outs (as defined by the FSA)), (B) to agree to carry on a regulated activity, (C) to arrange deals in investments, and (D) to make arrangements with a view to transactions in investments; no additional Authorizations from, to or with the FSA or any other Official Body in the United Kingdom are required to be obtained or made in order for ▇▇▇▇▇▇▇▇▇ International to conduct its investment businesses as described in the Prospectus;

Linklaters. One ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Tel: (44-▇▇▇) ▇▇▇ ▇▇▇▇ Ref: JPC/CXC PARTIES THIS AGREEMENT is made on 7th December, 1999 BETWEEN: