Common use of POST-COMPLETION UNDERTAKINGS Clause in Contracts

POST-COMPLETION UNDERTAKINGS. 3.1 The Company shall (and if applicable the Original Shareholders shall exercise their voting rights to procure that the Company shall) as soon as practicable following Completion and in any case no later than March 31, 2017 (in the case of the obligations set out in Clause 3.1(i) and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of the obligations set out in Clause 3.1(ii), below) : (i) ensure that to the extent that written contractual agreements do not exist as at the date of this Agreement between any TFI Group Company and (i) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or (ii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the Master Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the terms and conditions subject to which such material suppliers and customers will deal with the TFI Group. For the avoidance of doubt, any delays caused by the counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the relevant TFI Group Company acts diligently and in good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1 (1) arising from a delay due to negotiations shall not apply to any intra-Group contract that needs to be concluded between TFI Group Companies by operation of this paragraph (i); (ii) certify and deliver to the Preferred Shareholders notarized copies of the most recent share book of each TFI Group Company (other than the Company), which are fully updated and corrected so as to reflect the current, accurate and up to date holdings of shares, including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the date of this Agreement; and (iii) where the constitutional documents of any TFI Group Company set any limitation on the length of time for which such TFI Group Company will be incorporated, deliver to the Preferred Shareholders the copies of Trade Registry extract indicating that such constitutional documents are amended so as to provide that the relevant TFI Group Company may remain incorporated without limitation in time.

POST-COMPLETION UNDERTAKINGS. 3.1 The Company 7.1 Subject to Completion, the Group Companies and the Purchaser shall be deemed released and discharged by the Seller and its Affiliates (represented for the purposes of this clause by the Seller) from all liabilities to the Seller and if applicable the Original Shareholders shall exercise their voting rights Affiliates, except with respect to procure that the Company shall) as soon as practicable following Completion and in any case no later than March 31, 2017 (in the case of the obligations set out in Clause 3.1(i) and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of the obligations set out in Clause 3.1(ii), below) liabilities pursuant to: (iA) ensure that to the extent that written contractual agreements do not exist as at the date of this Agreement between any TFI Group Company and (i) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or (ii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the Master Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the terms and conditions subject to which such material suppliers and customers will deal with the TFI Group. For the avoidance of doubt, any delays caused by the counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the relevant TFI Group Company acts diligently and in good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1 (1) arising from a delay due to negotiations shall not apply to any intra-Group contract that needs to be concluded between TFI Group Companies by operation of this paragraph (i); (ii) certify and deliver to the Preferred Shareholders notarized copies of the most recent share book of each TFI Group Company (other than the Company), which are fully updated and corrected so as to reflect the current, accurate and up to date holdings of shares, including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the date of this Agreement; and (iiiB) where the constitutional documents Transaction Documents. 7.2 Subject to Completion, the Seller hereby indemnifies the Purchaser and the Group Companies from and against any and all liabilities towards, and claims from, its Affiliates which have or should have been released pursuant to clause 7.1. Clause 7.1 and this clause are third party stipulations (derdenbedingen) in favour the Group Companies, stipulated at the request of the Purchaser. 7.3 The Seller shall procure, with effect from the Completion Date, the release of the Group Companies from any TFI (joint and/or several) Guarantees and other liabilities given by, assumed by or binding upon any Group Company set in relation to any limitation on of the length liabilities of time the Seller and/or any of its Related Parties. The Seller shall indemnify and hold the Purchaser harmless and, as an irrevocable third party stipulation (derdenbeding) stipulated by the Purchaser, the Group Companies, against all amounts to be paid by any of them pursuant to any such Guarantees and other liabilities. 7.4 The Purchaser shall, and shall procure that the Group Companies shall, (i) retain for which a period of 7 years from Completion, or such TFI Group Company will shorter or longer period as may be incorporatedprescribed by applicable Law, deliver all books, records and other written information relating to the Preferred Shareholders Group up to and including the Completion Date and (ii) for the period that such records are retained, provide the Seller and its representatives and advisers upon reasonable written request and notice and at the Seller’s costs, with copies of Trade Registry extract indicating that such constitutional documents are amended so Records as may be reasonably required by the Seller to provide that the relevant TFI Group Company may remain incorporated without limitation comply with their legal obligations in timerelation to Taxation.

POST-COMPLETION UNDERTAKINGS. 3.1 4.1 The Buyer undertakes to Armor that, subject to Completion having taken place: (A) it shall procure the payment of the amounts referred to in clause 3.5; and (B) it will procure that no member of the Group seeks to enforce as against Armor any right it may have as regards any rebate of any insurance premiums. 4.2 Armor undertakes to the Buyer that, following Completion, it will: (A) use all reasonable endeavours to ensure that each Group Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it prior to Completion which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of a member of the Sellers' Group and pending such release, to pay to the Buyer from time to time such amounts as would, if paid to the relevant member of the Group, indemnify the relevant member of the Group against any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance (to the extent that the relevant member of the Seller's Group does not itself made good the loss); (B) procure (subject to any requisite licences being obtainable and where any payment is required to obtain such licences such payment to be at the Buyer's cost) that during the period of 30 days following Completion, the Group shall continue to have access to the computer system of the Sellers' Group operated in Jacksonville to which the Group currently has access for the same purposes as currently enjoyed including use of the Optemize contract arrangements relating to the user of such computer system and that the Sellers' Group will provide such assistance as the Buyer may reasonably require for the purposes of migration of the Group's use of such system to the Buyer's own discrete computer system it being agreed that if the Sellers' Group anticipates the need to incur any third party costs in order to provide such assistance Armor shall, prior to incurring the same, seek the Buyer's consent in writing thereto and, to the extent the Buyer has given its consent in writing, the Buyer shall reimburse such costs on demand. Armor shall not be required to procure the Seller's Group to provide any assistance pursuant to this clause 4.2(B) which requires such costs to be incurred unless the Buyer's written consent thereto has been first obtained. (C) to the extent that it is not prevented from so doing by any obligation of confidentiality (whether or not legally binding): All and any information provided to the Buyer and/or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners Limited pursuant to this paragraph (C) shall constitute Armor Confidential Information and Armor shall be under no obligation to provide the same to or to authorise Trevor Civval and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. Inc. to enter into discussions with ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners Limited unless and until Armor has received an undertaking from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners Limited, addressed to Armor and in such form as Armor may reasonably require, undertaking to be bound by confidentiality obligations in respect of the same in the terms of clause 9.2; and (D) if it is discovered that the share capital of any of the Target Companies or companies within the Group to be acquired pursuant to this Agreement or any beneficial interest therein has not been acquired in accordance with this Agreement for any reason whatsoever (excluding for such purposes any minority shareholdings in any such companies beneficially owned by third parties and Fairly Disclosed to the Buyer before entry into of this Agreement) and the loss arising from one or more such circumstances is material in the context of the Group as a whole, procure that all and any such share capital or beneficial interests, as appropriate, are transferred to the Buyer or as the Buyer may direct in writing free from any Encumbrance for no additional consideration; and (E) if any person attempts to declare as void any transaction effected prior to Completion which concerns title to any of the Shares or any of the share capital of any of the Subsidiaries on grounds that such transaction may justly be challenged under any applicable laws relating to insolvency and the Original Shareholders shall exercise their voting rights transaction concerned took place whilst both parties to it were under the direct or indirect control of Armor and the loss arising (or which would arise should such attempt succeed) from one or more such circumstances is material in the context of the Group as a whole, procure that before any order for the setting aside of such transaction is made, and with the purpose of preventing it being made, the person on whose behalf such transaction is sought to be set aside is irrevocably and unconditionally put in funds (so that such funds are free funds in the hands of that person without any liability to account to the provider thereof for the same) to such amount as is required to prevent such transaction being set aside. 4.3 The Buyer undertakes to Armor that, following Completion, the Buyer will or will procure that the UK Buyer or the US Buyer will: (A) use all reasonable endeavours to ensure that Armor is released from all obligations it may have in respect of: 1 the performance and payment bonds each numbered 104034207 dated 24 June 2003 issued by Travelers Casualty and Surety Company shallof America in favour of ▇▇▇▇▇▇ & Root Services in respect of certain obligations of ArmorGroup North America; and 2 the licence bond numbered 104090976 (Fianzas Atlas # III-310195-RC) Effective 3/3/03 - 3/2/04 issued in favour of certain obligations of ArmorGroup Mexico SA de CV and pending such release, to indemnify Armor against liability arising under any such bond Provided that the Buyer shall be automatically released from its obligation to procure the release of such bonds if and to the extent any such bond expires by the effluxion of time; (B) procure that, as soon as reasonably practicable following after Completion and in any case no later than March 31event within six months thereafter, 2017 (the Group shall cease in the case any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the obligations set out in Clause 3.1(i) and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of the obligations set out in Clause 3.1(ii), below) : (i) ensure that to the extent that written contractual agreements do not exist as at the date of this Agreement between any TFI Sellers' Group Company and (i) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or (ii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the Master Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the terms and conditions subject to which such material suppliers and customers will deal with the TFI Group. For the avoidance of doubt, any delays caused by the counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the relevant TFI Group Company acts diligently and in good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1 (1) arising from a delay due to negotiations shall not apply to any intra-Group contract that needs to be concluded between TFI Group Companies by operation of this paragraph (i); (ii) certify and deliver to the Preferred Shareholders notarized copies of the most recent share book of each TFI Group Company (other than the Company)"CDR" or "USDS") or any confusingly similar ▇▇▇▇, which are fully updated and corrected so as to reflect the current, accurate and up to date holdings of shares, name or logo including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the date of this Agreement; and (iii) where the constitutional documents of any TFI Group Company set any limitation on the length of time for which such TFI Group Company will be incorporated, deliver but not limited to the Preferred Shareholders name "ARMOR" or "ARMOR HOLDINGS" save as used in the copies of Trade Registry extract indicating marks or names "ARMORGROUP". 4.4 Within the periods mentioned below according to the territory concerned the Buyer shall procure all companies in the Group with names which include "Armor Group" shall change their corporate names to "ArmorGroup" or any other corporate name not restricted pursuant to clause 4.3(B) and Armor shall procure that any companies within the Sellers' Group with names which include "Armor Group" or "ArmorGroup" shall change their corporate names to exclude such constitutional documents references and to such names as are amended so not restricted by clause 8.1(E). The periods mentioned above are as to provide that the relevant TFI Group Company may remain incorporated without limitation in time.follows: Period Territory

POST-COMPLETION UNDERTAKINGS. 3.1 The Company 12.1 For a period of six years following Completion, the Purchaser shall make available to the Seller those Books and Records of the Group Companies in respect of the period prior to Completion that are reasonably required by the Seller for the purpose of dealing with its Tax and accounting affairs. Access to such Books and Records shall be granted upon reasonable notice by the Seller to the Purchaser and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to the Seller for inspection during working hours and, where reasonably required for the purpose of dealing with such affairs, copying (at the Seller's expense). 12.2 From Completion, the Purchaser shall (and if applicable the Original Shareholders shall exercise their voting rights to at its own cost) procure that the each Group Company shall: (a) as soon as practicable following Completion promptly (and in any case no later than March 31, 2017 (event within 10 days of the date of Completion) change the name of the Company and remove reference to Perstorp in the case Company name in its entirety; (b) subject to clauses 12.3 and 12.4, within 90 days of the obligations set out date of Completion cease to use (including in Clause 3.1(i) company names or business names, trade or service names or marks, domain names, designs and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of the obligations set out in Clause 3.1(ii), below) :logos): (i) ensure the "Perstorp" name and any associated logos or devices that are owned by the Seller's Group; and (ii) any name or m▇▇▇ which is confusingly similar to anything in (i) above; and (c) not hold itself out as being part of, or otherwise connected or associated with, the extent that written contractual agreements do not exist as at Seller or any other member of the Seller's Group, save in respect of the relationships contemplated by the Transaction Documents. 12.3 For the 90 day period from the date of Completion and subject to clauses 12.4 and 12.5, the Seller permits the Purchaser to continue to: (a) use the existing signage, letterhead, invoices, business cards, promotional materials and similar items which may reference the 'Perstorp' name provided they are used in the same manner used by Employees and Group Companies prior to the date of this Agreement between any TFI Group Company and (i) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or (ii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the Master Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the terms and conditions subject to which such material suppliers and customers will deal with the TFI Group. For the avoidance of doubt, any delays caused by the counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the relevant TFI Group Company acts diligently and in good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1 (1) arising from a delay due to negotiations shall not apply to any intra-Group contract that needs to be concluded between TFI Group Companies by operation of this paragraph (i); (ii) certify and deliver to the Preferred Shareholders notarized copies of the most recent share book of each TFI Group Company (other than the Company), which are fully updated and corrected so as to reflect the current, accurate and up to date holdings of shares, including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the date of this Agreementagreement; and (iiib) where sell products which are included in the constitutional documents Inventory at Completion and which contain or are labelled with the 'Perstorp' name or associated logos or devices until the date which is the earlier of (i) the date on which the supplies thereof have been exhausted; and (ii) the date following 90 days after the date of Completion. 12.4 In the event that a product registration is required, the Purchaser may continue to sell the products using the 'Perstorp' name or associated logos until such time as the product(s) is/are registered under the Purchaser's new names for the product(s). To the extent that this change in registration takes more than 90 days from the date of Completion to be effective and this is not due to the fault of the Purchaser, then the Purchaser shall notify the Seller in writing of the same and shall be permitted to continue to sell the products until the earlier of: (i) such effective date and (ii) the date falling six months after the date of Completion. 12.5 The Purchaser shall indemnify the Seller against all losses, damages, liabilities, costs and expenses (including all fines, penalties and legal costs) which the Seller's Group may incur or suffer as a result of any TFI Group Company set any limitation on claims arising from the length continued use by the Purchaser of time for which such TFI Group Company will be incorporated, deliver the 'Perstorp' name or associated logos or devices pursuant to the Preferred Shareholders the copies of Trade Registry extract indicating that such constitutional documents are amended so as to provide that the relevant TFI Group Company may remain incorporated without limitation in timeclauses 12.3 and 12.4.