Agreement regarding the sale and purchase of the sole share in scil animal care company GmbH among Registrant, Heska GmbH, Covetrus Animal Health Holdings Limited and Covetrus, Inc. dated January 14, 2020

The Company    2

Subsidiaries and Participation of the Company    2

No Affiliation Agreements    2

Financing    2

Sale and Purchase of the Share    2

Transfer of the Share    3

Right to Profits    3

Closing, Closing Date    3

Purchase Price    4

Definitions of Items for the Purchase Price Calculation    4

Escrow    8

Estimated Purchase Price    8

Purchase Price Adjustment    9

Payment Procedures    9

No Set-Off    10

Default Interest; Interest    10

VAT    10

Closing Condition    10

Additional Purchaser Closing Conditions    11

Consequences of Non-Occurrence of the Closing    12

Closing Actions    12

Preparation of Purchase Price Determination Statement    14

Resolution of Disputes    15

Form and Scope of Seller’s Guarantees    16

Seller's Guarantees    16

No other Seller's Guarantees    32

Seller’s Knowledge    33

General/Recoverable Damages    33

Thresholds for claims regarding Breaches    34

Overall Scope of Seller's Liability pursuant to this Agreement    34

Exclusion of Claims due to Purchaser's Knowledge    34

Notification of Seller; Third Party Claims    35

Mitigation    36

Limitation Periods    37

Exclusion of Further Remedies; no Double Counting    37

Treatment of Payments    37

Definitions    38

Tax Indemnification by Seller    39

Tax Returns    41

Tax Proceedings    41

Tax Refunds    42

Tax Limitation Periods    42

Tax Threshold    42

United States Tax Covenants    43

Guarantees    44

Indemnification    44

Access to Financial Information    44

Obligations between Signing Date and Closing Date    45

Domains    49

Specific Indemnities by the Seller    49

Restrictive Covenants    51

Purchaser’s Guarantor    51

Seller’s Guarantor    51

Confidentiality; Press Releases; Public Disclosure    52

Seller's Confidentiality    52

Purchaser's Confidentiality    52

Assignment by Purchaser    53

Assignment by Seller    53

Transfer Taxes and Costs    53

Costs of Advisors    53

Form of Notices    54

Notices to the Seller and the Seller’s Guarantor    54

Notices to the Purchaser and the Purchaser’s Guarantor    54

Change of Address    55

Copies to Advisors    55

Governing Law    55

Place of Jurisdiction    55

Certain Definitions    55

Amendments; Supplements; Termination    56

Headings; References to German Legal Terms; Interpretation; References to Clauses    56

Schedules    56

Entire Agreement    57

Rights of Third Parties    57

Severability    57

Covetrus Animal Health Holdings Limited, The Point Building, 9th Floor, 37 North Wharf Road, Paddington, London W2 1AF, UK, registered with the Company House Cardiff under company no. 07402799 (the Seller);

Covetrus, Inc., a Delaware corporation, 7 Custom House St., Portland, ME 04101, U.S.A. (the Seller’s Guarantor);

Heska GmbH, c/o Heussen Rechtsanwaltsgesellschaft mbH, Seidenstrasse 19, 70174 Stuttgart, Germany, registered with the commercial register of the lower court of Stuttgart under docket number HRB 760321 (the Purchaser); and

Heska Corporation, a Delaware corporation, 3760 Rocky Mountain Ave, Loveland, CO 80538 (the Purchaser’s Guarantor)

payment of the Estimated Purchase Price (as defined in Clause 3.4) less the Escrow Amount (as defined in Clause 3.3) to the Seller’s Account by or on behalf of the Purchaser; and

payment of the Escrow Amount to the Escrow Account by or on behalf of the Purchaser.

a fixed amount of USD 125,000,000 (in words: one hundred twenty five million U.S. Dollars) (the Enterprise Value);

less the aggregate of the Financial Debt (as defined in Clause 3.2.1) of the Scil Group as of the Closing Date;

plus the aggregate of the Cash (as defined in Clause 3.2.2) of the Scil Group as of the Closing Date; and

less the amount by which the consolidated Net Working Capital of the Scil Group as of the Closing Date, falls short of EUR 9,000,000 (in words: nine million euros) (the Target Net Working Capital), or, as the case may be, plus the amount by which the consolidated Net Working Capital of the Scil Group as of the Closing Date exceeds the Target Net Working Capital (the resulting amount being the Closing Date Working Capital Deviation).

liabilities, borrowings and indebtedness in the nature of borrowing (including by way of acceptance credits, discounting or similar facilities, deposits, advances of any kind, loans, loan stocks, bonds, debentures, notes, checks, overdrafts or similar facilities) owed to any banking, financial, acceptance credit, lending or similar institution or other source of debt funding;

any obligations under employee incentive arrangements or arrangements with other third parties triggered by or in relation to the transactions contemplated in this Agreement, or any other transaction bonus, change in control bonus, retention, severance or (cash or non-cash) benefit becoming payable or due in connection with the transactions contemplated in this Agreement (including the employer portion of any payroll, social security, unemployment or similar Taxes) or any other Transaction Expenses. Transaction Expenses means any fees, costs and expenses payable or subject to reimbursement by the Scil Entities, whether accrued for or not, in each case in connection with the transactions contemplated by this Agreement and not paid prior to the Closing, including (a) any brokerage fees, commissions, finders’ fees, financial advisory fees, and, in each case, related costs and expenses, (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers, (c) any travel expenses and costs for the data room and (d) any costs and expenses for the preparation of the Audited Financial Statements (including costs for the Retained Auditors), but excluding any such fees, costs and expenses incurred, payable or subject to reimbursement by the Scil Entities in connection with the cooperation provided by the Scil Entities in relation to the preparation and receipt of the Financing by the Purchaser pursuant to Clause 11.2.5 as requested by the Purchaser. It is being understood that Transaction Expenses includes any and all amounts paid or payable under or in connection with (including by way of reimbursement) (i) the Letter of Intent [***] and any other arrangement by a Scil Entity or a member of the Seller’s Group with [***] made on or prior to the Closing Date, (ii) the Long Term Incentive Program (LTIP), (iii) arrangements with employees and managers as listed on Schedule 6.2.14 (but in the amount which is paid or payable) (together with the LTIP, the Employee Incentive Payment Amount), and (iv) the engagement(s) of PwC in connection with the Transaction (as shown in Schedule 6.2.14, but in the amount which is paid or payable), provided, however, that the amount of Transaction Expenses shall be adjusted by deducting 50% of the Employee Incentive Payment Amount;

liabilities (other than trade payables to the extent included in the calculation of the Net Working Capital) owed to any member of the Seller’s Group (other than the Scil Entities), including any management, group, monitoring or similar fees or charges;

liabilities from bonds, profit-related, convertible, warrant-linked and other debt securities and profit participation certificates of any kind;

liabilities relating to bills of exchange;

any obligation for a lease classified as a capital or finance lease or required to be categorized as a capital or finance lease in accordance with US GAAP and consistent with US GAAP and the non-audited consolidated financial statements of the Scil Group attached in Schedule 6.2.5(a) (the Capital Leases) and any sale of receivables and any factoring;

market-to-market loss provisions for interest rate and currency swaps, including any termination costs;

liabilities relating to accrued or non-accrued severance obligations or provisions for severance (other than amounts under (i) below);

the following amounts:

an amount of EUR 200,000 (in words: two hundred thousand Euros) (the [***] Amount) in relation to [***] (the [***]) in connection with [***] (including with respect to [***] Taxes, legal fees and costs for litigation, arbitration and any other cost or liability of the Scil Entities) (together, the [***] Amounts). It is being understood that the [***] Amount shall be a lump sum. [***];

an amount of EUR 800,000 (in words: eight hundred thousand) (the [***] Amount) in relation to [***] (the [***]), in connection with any claims of, and proceedings, settlements and disputes with, the [***] (including with respect to [***] Taxes) (together, the [***] Amounts). It is being understood that the [***] Amount shall be a lump sum. [***];

an amount of EUR 500,000 (in words: five hundred thousand Euros) (the [***] Amount) in relation to [***] (the [***]), in connection with [***] (including without limitation [***] Taxes) (together, the [***] Amounts). It being understood that the [***] Amount shall be a lump sum. [***].

any pension obligations and similar obligations (including in connection with early retirements (Altersteilzeit) or other early retirement arrangements), but excluding any payments made or to be made by the Scil Entities for German employees to direct insurances (Direktversicherungen) in accordance with past practice (the Direct Insurance Amounts);

(i) any amount, which shall not be less than zero, for any income Tax liabilities (excluding any amounts for deferred Tax liabilities or deferred Tax assets and any amounts in respect of speculative or contingent liabilities for income Taxes) net of any prepaid income Taxes, but only to the extent that such payments have the effect of reducing (not below zero) the particular income Tax liability in respect of which such payments were made, and (ii) any Tax liability with respect to Transaction Expenses (irrespective of whether the Transaction Expenses have been paid or are payable prior to, on the Closing Date or thereafter);

any obligation for deferred purchase price with respect to the acquisition of any business, asset, or securities in the context of M&A transactions, whether contingent or otherwise, including all Tax-related payments and amounts owed under any earn-out or similar performance payment, at the maximum value, whether contingent or not, or any seller notes or post-closing true-up obligations;

any liabilities for any drawn letters of credit, performance bonds, surety bonds and similar obligations; and

contingent liabilities and off balance sheet contingencies or similar obligations in accordance with US GAAP

the Seller shall deliver to the Purchaser a board resolution of the Seller approving the consummation of this Agreement and the performance of the transactions contemplated hereunder;

the Seller, the Purchaser and the Escrow Agent shall enter into the Escrow Agreement substantially in the form as set out in Schedule 3.3.1;

the Seller and the Purchaser shall enter into a master services agreement, substantially in the form as set out in Schedule 4.4.1(c), with effect as of the Closing Date.

the Seller shall hand out to the Purchaser a copy of a shareholder's resolution of the Company according to which the managing directors (Geschäftsführer) of the Company are being granted discharge (Entlastung) for the time period up to the Closing Date;

the Seller and the Purchaser shall enter into the Restrictive Covenant Agreement;

the Seller shall deliver evidence to the Purchaser that the Scil Entities have ceased to participate in the Cash Pool as set forth in Clause 11.2.9;

the Seller shall confirm to the Purchaser in writing that to the Seller’s Knowledge, no Negative Closing Condition has occurred and shall deliver to the Purchaser a written statement (duly executed by the legal representatives of the Seller) confirming that to the Seller’s Knowledge no Material Guarantee Breach has occurred;

the Seller and the Purchaser shall enter into the Share Transfer Deed;

the Purchaser or an Affiliate acting on behalf of the Purchaser shall pay the Estimated Purchase Price less the Escrow Amount in accordance with Clause 3 to the Seller’s Account;

the Purchaser or an Affiliate acting on behalf of the Purchaser shall pay the Escrow Amount to the Escrow Account in accordance with the Escrow Agreement; and

upon confirmation of receipt of the Estimated Purchase Price by the Seller and the Escrow Amount by the Escrow Agent, the Seller shall deliver to the Purchaser a power of attorney substantially in the form as attached in Schedule 4.4.1(k) granting the Purchaser the right to exercise the Seller’s rights as shareholder of the Company after the Closing with respect to the Share.

The statements in Clauses 1.1 through 1.3 (including the related Schedules) regarding the Scil Entities and the Participation are complete and correct. The Share is the sole share in the Company and represents 100% of the Company’s share capital. With respect to each Subsidiary, the relevant Subsidiary Shares are the sole shares in such Subsidiary and represent 100% of such Subsidiary’s share capital.

The Scil Entities were duly established in the legal form as set out in Schedule 1.2.1 and are validly existing under the Laws of their jurisdiction and have the corporate power to own their respective properties and to carry on its respective businesses as presently conducted. Law or Laws shall mean any law, statute, rule, treaty, regulation, ordinance (Verwaltungsvorschrift), code, judgment, constitution, principle of common law or case law, edict, ruling, directive or similar regulation of general applicability of any relevant country or state, province, county, city, municipality, government, governmental authority, regulatory authority or other body entrusted with governmental responsibilities (including, for the avoidance of doubt, any legislative body).

Schedule 6.2.1(c) contains copies of excerpts from the commercial register (or any other relevant public register) of most recent date available to the Seller of the Scil Entities and the Participation attached for information purposes. All facts required to be entered in the relevant registers have been entered therein and no resolutions or other measures have been taken which would require registration in such registers and no filings with such registers are currently pending.

None of the Scil Entities is, or has agreed to become, a party to any shareholder agreement, trust agreement, silent partnership agreement, sub-participation agreement, profit participation right agreement or any affiliation agreement (Unternehmensvertrag) within the meaning of sec. 291 et seq. AktG or any comparable agreement pursuant to foreign applicable Law, except as listed in Schedule 6.2.1(d).

The Company does not hold, either directly or indirectly (nor through an escrow agent (Treuhänder)), any shares, interests or participations in other corporations, partnerships, enterprises or other persons other than the Subsidiary Shares and the Minority Shares and has no legal obligation to acquire any such shares, interests or participations. The Subsidiaries do not hold, neither directly nor indirectly (nor through an escrow agent), shares, interests or participations in other corporations, partnerships, enterprises or other persons and have no legal obligation to acquire any such shares, interests or participations.

None of the Scil Entities has any branches or representative offices inside or outside of its jurisdiction of incorporation.

The Seller is the sole and unrestricted legal and beneficial owner of the Share and the Company is the sole and unrestricted legal and beneficial owner of the Subsidiary Shares. The Seller is entitled to freely dispose of the Share and the Company is entitled to freely dispose of the Subsidiary Shares, in each case without such disposal infringing any rights of a third party.

The Share and the Subsidiary Shares have been validly issued, are fully paid up, either in cash or in kind, and have not been repaid, neither in whole nor in part, neither to the Seller nor to any of its Affiliates. Except as set out in Schedule 6.2.2(b), there is no shareholder obligation (actual or contingent) to make any additional payment or other contribution with respect to the Share or any of the Subsidiary Shares.

The Share and the Subsidiary Shares are free and clear from any liens, pledges, charges, security interests, encumbrances, other rights of third parties or other defects of title (Rechtsmängel) (together the Liens). There are no pre-emptive rights, rights of first refusal, options, subscription rights or other rights (actual or contingent) of any third party to purchase or acquire, or otherwise in respect of, any or all of the Share and the Subsidiary Shares.

The Seller is, with respect to the Share, not bound by any agreement (including voting trust agreements – Stimmbindungsverträge), restrictions or obligations relating to any rights under the Share. There are no trust agreements or silent partnerships in respect of the Company or any of the Subsidiaries and no third party owns any indirect participations (Unterbeteiligungen) in the Share or any of the Subsidiary Shares.

The liquidation of former subsidiaries of any member of the Scil Group has been implemented and finalized in accordance with applicable Law with no outstanding rights, obligations or liabilities in connection therewith for any member of the Scil Group. There are no outstanding rights, obligations or liabilities in connection with any member of the Scil Group (or any subsidiary of any member of the Scil Group) which is not operative (including scil animal care company Ltd., United Kingdom).

The Seller is duly incorporated and validly existing under the Laws of the United Kingdom, the Seller’s Guarantor is duly incorporated and validly existing under the Laws of Delaware and the Seller and the Seller’s Guarantor have all requisite corporate power and authority to execute and consummate this Agreement and to perform their obligations hereunder.

This Agreement has been duly and validly executed by the Seller and the Seller’s Guarantor and constitutes a legal, valid, and binding obligation of the Seller and the Seller’s Guarantor, enforceable under German Law against the Seller and the Seller’s Guarantor in accordance with its terms. The execution and consummation of this Agreement and the performance of the transactions contemplated hereunder do not violate any legal obligation of the Seller and the Seller’s Guarantor, any judicial or governmental order to which any of the Seller and the Seller’s Guarantor is bound or any provision of the Seller’s and/or the Seller’s Guarantor’s articles of association or similar corporate documents.

The execution and performance by the Seller and the Seller’s Guarantor of this Agreement have been validly authorized and the execution and performance of this Agreement by the Seller and the Seller’s Guarantor require no approval, consent or permit by any corporate body of any member of the Seller’s Group, governmental authority or other third party that would allow such corporate body, governmental authority or third party to prevent the consummation of this Agreement by legal means.

(i) No bankruptcy or insolvency or equivalent proceedings concerning any of the Seller, the Seller’s Guarantor, the Scil Entities have been applied for and (ii) no circumstances exist which would trigger the obligation to apply for any bankruptcy, insolvency or equivalent proceedings in any jurisdiction under applicable Law.

Neither the Seller or the Seller’s Guarantor nor any of the Scil Entities have stopped or suspended payment of their debts, become unable to pay their debts or otherwise become insolvent, illiquid or over-indebted (überschuldet), except as provided for in Schedule 6.2.4(b). No assets of the Seller, the Seller’s Guarantor or any of the Scil Entities have been seized by or on behalf of any third party nor are any foreclosure, forfeiture, execution or enforcement proceedings pending or threatened in writing with respect to any of the Seller, the Seller’s Guarantor or the Scil Entities or their respective assets.

The non-audited consolidated financial statements of the Scil Group and the audited or non-audited, as the case may be, individual financial statements of each of the Scil Entities for the fiscal years ending on 31 December 2017 and on 31 December 2018, including in each case the balance sheets, the income statements and the notes (collectively, the Financial Statements) are attached hereto for information purposes as Schedule 6.2.5(a).

With respect to the Financial Statements which were audited and certified (geprüft und testiert): The relevant auditor has issued an unqualified opinion and they were prepared in accordance with the statutory accounting provisions applicable in the relevant jurisdiction of the respective Scil Entity and the generally accepted accounting principles as applied in the respective jurisdictions (local GAAP), consistent with the principles used in the financial statements of the Scil Entities for the previous three years (unter Wahrung formeller und materieller Bilanzkontinuität) and applied on a consistent basis (e.g., with respect to the use of discretionary rights (Aktivierungs- und Passivierungswahlrechte)) and they present a true and fair view of the assets and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of the relevant Scil Entity as of, and with respect to, the fiscal year ending on 31 December 2017 and on 31 December 2018, respectively.

The non-audited consolidated financial statements of the Scil Group were prepared in accordance with U.S. GAAP consistent with the principles used in the non-audited consolidated financial statements of the Scil Group for the previous three years (unter Wahrung formeller und materieller Bilanzkontinuität) and applied on a consistent basis (e.g., with respect to the use of discretionary rights (Aktivierungs- und Passivierungswahlrechte)) and present a true and fair view of, the assets and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of the Scil Group as of, and with respect to, the fiscal year ending on 31 December 2017 and on 31 December 2018, respectively.

The non-audited Financial Statements of the Scil Entities were prepared in accordance with local GAAP consistent with the principles used in the non-audited Financial Statements of the Scil Entities for the previous three years (unter Wahrung formeller und materieller Bilanzkontinuität) and applied on a consistent basis (e.g., with respect to the use of discretionary rights (Aktivierungs- und Passivierungswahlrechte)) and present a true and fair view of, the assets and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of the relevant Scil Entity as of, and with respect to, the fiscal year ending on 31 December 2017 and on 31 December 2018, respectively.

With respect to the Audited Financial Statements as of the Closing Date only: The relevant auditor has issued an unqualified opinion and they were prepared in accordance with the statutory accounting provisions applicable in the relevant jurisdiction of the respective Scil Entity and the generally accepted accounting principles as applied in the respective jurisdictions (local GAAP), consistent with the principles used in the financial statements of the Scil Entities for the previous three years (unter Wahrung formeller und materieller Bilanzkontinuität) and applied on a consistent basis (e.g., with respect to the use of discretionary rights (Aktivierungs- und Passivierungswahlrechte)) and they present a true and fair view of the assets and liabilities (Vermögenslage), financial condition (Finanzlage) and results of operation (Ertragslage) of the relevant Scil Entity as of, and with respect to, the fiscal year ending on 31 December 2018 and on 31 December 2019, respectively.

The consolidated management accounts of the Scil Group as of 30 November 2019 and for the period from 1 January 2019 through 30 November 2019 are attached hereto as Schedule 6.2.5(f) (the Management Accounts). The Management Accounts have been prepared in accordance with past accounting and consolidation practice as consistently applied for the preparation of the Financial Statements of the Scil Group in 2017 and 2018. They do not materially misstate the assets and liabilities (Vermögenslage) and the results of operations (Ertragslage) of the Scil Group as of 30 November 2019 and for the financial period then ended and, to the Seller’s Knowledge, are correct in all material respects.

Except for the liabilities shown in Schedule 6.2.5(g), no Scil Entity has (i) any liability (including uncertain and contingent liabilities) not required to be included as liabilities in the Financial Statements in accordance with local GAAP or U.S. GAAP, as applicable and (ii) since 1 January 2019 incurred any liability (whether actual, uncertain or contingent) which would have to be shown or accrued for in the Financial Statements, or to be disclosed in the notes to any financial statements, of such Scil Entity prepared as of the Signing Date, except for (x) any liability incurred in the ordinary course of the Business and (y) liabilities specifically disclosed to the Purchaser through the Management Accounts.

The books and records (including accounting and Tax records) of the Scil Entities have been prepared with the diligence of a prudent businessman (Sorgfalt eines ordentlichen Geschäftsmanns) and in accordance with applicable Law in all material respects and adequately reflect all transactions that are required to be reflected therein pursuant to applicable Law.

Schedule 6.2.5(i) contains a complete and correct overview of the Scil Entities’ outstanding debt towards banks and other financial institutions, specifying in each case the lender, the underlying loan or financial arrangement as well as the amount of outstanding principal and interest accrued. No Scil Entity is liable or has any financial obligation (whether actual or contingent) vis-à-vis, and/or for any liability or other obligation of the Seller’s Group and has not granted or is liable in respect of guarantees, indemnities, sureties, payment guarantees (Bürgschaften), assumptions of debt (Schuldübernahmen), collateral promises (Schuldbeitritte), letters of comfort (Patronatserklärungen) or similar obligations or instruments) except as disclosed in Schedule 6.2.5(ii).  

Schedule 6.2.6(a) contains a complete and correct list of all land parcels and of rights equivalent to real property (Grundstücke und grundstücksgleiche Rechte) to which the Scil Entities hold legal title (together with the buildings and other structures (Aufbauten) erected thereon, the Owned Real Property), including any details regarding location, land register and Liens. The Scil Entities named as owners in Schedule 6.2.6(a) hold unrestricted title to the Owned Real Property and the latter is not encumbered except as set forth in Schedule 6.2.6(a).

The Scil Entities which own the Owned Real Property are not subject to any third party rights to use or occupy or dispose of the Owned Real Property. No such third party rights have been notified to the Scil Entities in writing and no legal proceedings are pending (rechtshängig) in respect of such third party rights. The existing encumbrances of the Owned Real Property do not impede the current use of the Owned Real Property for the Business.

Schedule 6.2.6(c) contains a complete and correct list of all land parcels leased to the Scil Entities as lessee (the Leased Real Property, together with the Owned Real Property, the Real Property). The Scil Entities have the right to use the Leased Real Property for the conduct of the Business. No Scil Entity has received, or given a written notice of termination in respect of a lease agreement regarding any Leased Real Property.

The Real Property comprises all real property necessary to conduct the Business from and after the Closing in the same manner as currently conducted.

All land parcels, buildings and structures located on the Real Property are in sound and useable condition and will allow the Scil Entities to continue the Business substantially in the same manner and scope as currently conducted.

No regulatory approval or other permit is missing with respect to the construction, installations and facilities located on the Owned Real Property, which is required by the Scil Entities to continue the Business substantially in the same manner and scope as currently conducted.

With regard to the Real Property, there are no proceedings under public Law (litigation, appellate proceedings or administrative proceedings reviewing an individual regulatory decision with a view to judicial review (Widerspruchsverfahren)) currently pending, including formally lodged neighbour disputes (Nachbarwidersprüche) and proceedings that aim to increase the requirements under the applicable construction and emission control legislation. There are currently no legal proceedings subject to civil or public Law with third parties relating to the Real Property.

To the Seller’s Knowledge, no environmental remediation measures under applicable Law are required to be performed on any of the Owned Real Property and no Scil Entity has been notified in writing that any environmental remediation measures under applicable Law is required to be performed on any of the Owned Real Property. To the Seller’s Knowledge, in the past no environmental pollution or contamination of the Owned Real Property by hazardous substance has occurred and no environmental remediation measures under applicable Law are required to be performed on any of the Owned Real Property.

The fixed and current assets (Gegenstände des Anlage- und Umlaufvermögens) reflected in the respective Financial Statements (except for the assets sold in the ordinary course of business after the reference date of the respective Financial Statements) are legally and economically owned without restrictions by the relevant Scil Entity and such assets and the fixed and current assets lawfully used by the Scil Entities (together the Assets) are sufficient and in good working order (regular wear and tear excepted) to continue the Business substantially in the same manner as presently conducted. The Assets are not encumbered with any Liens other than those imposed in the ordinary course of business consistent with past practice.

The inventory of the Scil Entities is of a quantity and quality suitable for the use in the Business (including its sale) in the ordinary course of business.

The Scil Entities hold all permits, licenses, authorizations and consents which are required, if any, under applicable Laws in order to conduct the Business substantially in the form as presently conducted (the Permits). No Permit has been cancelled, revoked or restricted by any competent authority in writing. No such authority or other third party has notified any of the Scil Entities in writing that it will or may cancel, revoke or restrict any Permit, nor, to the Seller’s Knowledge, are there any other circumstances which may reasonably be expected to result in any such cancellation, revocation or restriction.

To the Seller’s Knowledge, the business of the Scil Entities is conducted and has been conducted during the last five (5) years, in all material respects, in compliance with all applicable Laws (including radiation safety and compliance policies) and in compliance with all Permits. No Scil Entity has received any still extant notice in writing of any failure to comply with such Laws or Permits and has not been notified in writing about any investigation with respect to any such failure.

None of the Scil Entities is or has during the last five (5) years prior to the Closing Date been a party to any agreement or arrangement, or involved in any business conduct, that infringes any Sanctions or Export Controls, antitrust, competition, anti-money laundering, anti-bribery, regulatory or similar legislation in any jurisdiction in which any of the Scil Entities has assets or carries out business and, to the Seller’s Knowledge, there are no circumstances which could give rise to any liability of a Scil Entity or any of their former or current managing directors, officers, employees or agents, in connection with having acted on behalf of a Scil Entity, arising from willful criminal conduct under any applicable Law. All compliance policies of the Scil Entities are included in Schedule 6.2.8(c). To Seller’s Knowledge, no person who performs or has performed services for or on behalf of any Scil Entity has bribed another person intending to obtain or retain business or an advantage in the conduct of business for the Scil Entities.

Except as provided for in Schedule 6.2.8(d), no public aid, in particular subsidies, investment allowances (Investitionszulagen), investment subsidies (Investitionszuschüsse) or other government aids (Beihilfen) have been granted to any of the Scil Entities and no Scil Entity has applied for any of the foregoing. During the last twelve (12) months prior to the Signing Date, the respective Scil Entity has not received any written notice by any administrative authority claiming that any public aid granted will have to be repaid in part or in full or that such Scil Entity has breached obligations under the terms and conditions of any public aid.

Schedule 6.2.8(e) contains a complete and correct list of all (i) warranty claims (Gewährleistungsansprüche) pending or threatened in writing and (ii) all product liability claims (Produkthaftungsansprüche) asserted in the three (3) years preceding the Signing Date or the Closing Date, respectively, (irrespective of whether they are still pending), of customers of the Scil Group against any of the Scil Entities relating to products delivered by the Scil Entities and exceeding an amount of EUR 10,000 in each individual case or in a series of related cases. The Scil Entities have not produced, sold, imported, or supplied products which do not comply in all material respects (i) with applicable Laws and standards applicable to such products or (ii) are not fit for the purposes for which they are made, sold or supplied or (iii) are not free from contamination or other material defects or are otherwise unsafe, (iv) were the subject of any voluntary or mandatory recall or product warning or (v) did not comply with any warranties or representations made by the Scil Entities or on its behalf.

agreements relating to the acquisition or sale or disposal of shares or interests in other entities or businesses;

equity and non-equity joint venture, consortium, cooperation, collaboration, partnership and/or shareholder or comparable agreements;

agreements regarding the acquisition, sale or encumbrance of real property or rights equivalent to real property;

credit, loan agreements or similar instruments of debt extended by Scil Entities (other than consumer credits and/or deferred payment arrangements granted in the ordinary course of business consistent with past practice);

credit, loan agreements or similar instruments of debt granted to Scil Entities by any third party (other than the Scil Entities), in each case other than credits granted by suppliers or similar debt instruments granted to Scil Entities in the ordinary course of business consistent with past practice;

agreements relating to forward transactions, futures, finance options, swaps or other derivatives or hedging arrangements;

framework or master or other agreements with the top ten (10) non-distributor customers based on the aggregate annual revenue of the Scil Entities achieved with such customer in 2018;

framework or master or other agreements with the top ten (10) distributor customers based on the aggregate annual revenue of the Scil Entities achieved with such distributor customers in 2018;

framework, master or distribution or other agreements with the Key Suppliers;

guarantees, indemnities, sureties, payment guarantees (Bürgschaften), assumptions of debt (Schuldübernahmen), collateral promises (Schuldbeitritte), letters of comfort (Patronatserklärungen) or similar obligations or instruments under which any other security is granted (i) by which the debt of a third party (including any member of the Seller’s Group) is assumed or secured by any of the Scil Entities or (ii) by which the debt of any of the Scil Entities is assumed or secured by any third party (including any member of the Seller’s Group), other than any such security referenced in this paragraph granted by the Scil Entities to suppliers in the ordinary course of business consistent with past practice;

agreements with Key Suppliers and Key Customers which would terminate or be modified, or which would give the respective counterparty the right to terminate or modify such agreements, in each case upon the execution and/or the consummation of this Agreement or the transactions contemplated therein;

agreements with Key Suppliers imposing any exclusivity undertaking on any Scil Entity or providing for any other restriction of any Scil Entity’s ability to compete in any geography, region or product market;

agreements with governmental authorities (including antitrust authorities) or any entities controlled by any governmental authority which relate to any regulatory matter or other matter governed by public Law; and

any continuing obligations (Dauerschuldverhältnisse) other than those described in Clauses 6.2.9(a) through 6.2.9(m) which cannot be terminated by the Scil Entities with effect as of or prior to 30 June 2020 and which, in any given case, have a volume of more than EUR 50,000 (in words: fifty thousand euro).

Schedule 6.2.10(a)(i) contains a complete and correct list of all managing directors (Geschäftsführer), officers and employees of the Scil Entities (collectively, the Employees), prepared on an anonymous basis, indicating their functions, date of commencement of their employment, annual gross base salaries, contractual target bonus with respect to the current fiscal year, material benefits (company car), any special status under labour Law (e.g. severe disability (Schwerbehinderung), maternity protection (Mutterschutz), parental leave (Elternzeit)). Other than disclosed in Schedule 6.2.10(a)(ii), each Scil Entity has paid all salaries and other remuneration thereon as required to be paid under the Laws applicable to such Scil Entity, which were due prior to or on the Closing Date.

Schedule 6.2.10(b) contains a list of the names of the managing directors (Geschäftsführer), officers and other key Employees of the Scil Entities (the Key Employees), indicating the date of their employment agreement (and all supplemental and amendment agreements relating thereto). None of the Key Employees has given or received notice of termination of, or entered into a termination agreement regarding, his or her employment, and no Key Employee has expressed in writing the intention to terminate his or her employment with the Scil Entities. To the Seller's Knowledge, no party to the employment agreement of any Key Employee is in material breach of such agreement.

Each Employee is obligated, by contract or otherwise, to keep any know-how, business or trade secret and other information of confidential nature of the Scil Entities and/or pertaining to the Business confidential.

No Key Employee will be entitled to terminate his or her employment or service relationship with a Scil Entity as a result of the consummation of the transactions contemplated under this Agreement.

The Scil Entities are not bound by any collective bargaining agreements and other agreements with unions and similar organizational bodies. No works council (Betriebsrat), personnel committee (Sprecherausschuss) or similar employee representative body has been established at any Scil Entity other than the so called représenant du personnel in France. There are no material collective agreements (i.e., agreements with a group of employees) binding upon a Scil Entity, except as disclosed in Schedule 6.2.10(e)(i). Other than disclosed in Schedule 6.2.10(e)(ii), no Scil Entity is subject to any pending (rechtshängig) litigation with Employees or any dispute with trade unions and no such dispute is threatened in writing.

Schedule 6.2.10(f) contains a complete and correct list of all bonus, profit-sharing or similar schemes (excluding commission) that are offered by any Scil Entity and all commission offered by the Company to all or a specific group of its or their Employees.

Except as set out in Schedule 6.2.10(g), none of the Scil Entities or any member of the Seller’s Group has implemented, or is subject to liabilities (i) from a stock option, phantom stock or similar equity based or virtual incentive scheme or (ii) individual bonus agreements, long term incentive programs or similar incentive schemes for Employees.

No Scil Entity has pension obligations. No pension schemes with any Germany Employee whether of an individual or collective nature exist or have been made or promised by the Company except for obligations of the Company with respect to German employees in connection with direct insurances (Direktversicherungen) with an amount not exceeding EUR 2,000 per German Employee per annum. All obligations under, or in connection with, direct insurances have been duly fulfilled by the Company when due.

Except as set out in Schedule 6.2.10(i), no Scil Entity has granted any loan to any of the Employees or former managing directors, directors, officers or employees that are still outstanding.

Schedule 6.2.12(a) contains a complete and correct list of all patents, trademarks, internet domains and other registered or registerable intellectual property rights owned by any of the Scil Entities (the Owned Intellectual Property Rights), in each case specifying (i) the nature of such Owned Intellectual Property Right, (ii) the owner of such Owned Intellectual Property Right, and (iii) the registration or application number, and (iv) the duration of the protection. The relevant Scil Entity named as owner in Schedule 6.2.12(a) is the sole legal and beneficial owner of all Owned Intellectual Property Rights. The Owned Intellectual Property Rights are free and clear of any Liens, claims or other rights of any third party. The use of the Owned Intellectual Property Rights by the Scil Entities is not subject to any restrictions, including the consent of any third party, and no third party has or no patent attorney has notified any Scil Entity in writing that it would have any rights in respect of the Owned Intellectual Property Rights.

Schedule 6.2.12(b) contains a complete and correct list of all license agreements (other than of the shelf software licenses granted to a Scil Entity for products which are bundled with imaging hardware) (the IP License Agreements) under which the Scil Entities are granted the right to use any intellectual property rights (the Licensed Intellectual Property Rights), in each case specifying (i) the licensor of such Licensed Intellectual Property Right, (ii) the nature of such Licensed Intellectual Property Right, (iii) the license fee payable by the licensee, and (iv) whether the license is exclusive or non-exclusive, except for any standard business software (such as Microsoft Office), which is not materially related to the Business. All IP License Agreements are legal, valid, binding and enforceable, have not been terminated, all requirements under such licenses have been fully complied with by the Scil Entities and, to the Seller’s Knowledge, by the relevant contract partner thereto. To the Seller’s Knowledge, none of the Scil Entities is in material breach of any license or sublicense in respect of any Licensed Intellectual Property Right.

Schedule 6.2.12(c) contains a complete and correct list of all software programs owned by or licensed to any of the Scil Entities that are part of the product offering of any of the Scil Entities (Scil Software) in each case specifying (i) whether owned or licensed, (ii) if owned, the name of the developer, details regarding the economic rights of the Scil Entities to the Scil Software, and reference to the underlying development agreement, and (iii) if licensed the reference to the corresponding listing in Schedule 6.2.12(b).

The Scil Entities are the unrestricted owners of, and have unrestricted access to the know-how pertaining to the Business and required to conduct the Business as presently conducted, and no intellectual property rights other than the Owned Intellectual Property Rights, the rights to the Scil Software and the Licensed Intellectual Property Rights are required by the Scil Entities, to conduct the Business as presently conducted. No intellectual property right used or required by any Scil Entity to conduct the Business as presently conducted is owned or otherwise subject to rights by any Employee, except for compensation under mandatory employee invention rights provided by applicable Law.

The Owned Intellectual Property Rights, the Licensed Intellectual Property Rights and the Scil Software are not subject to any pending (rechtshängig) proceedings for opposition, cancellation, revocation or rectification nor have such proceedings been threatened in writing. All fees necessary to maintain the Owned Intellectual Property Rights have been paid, all necessary renewal applications have been timely filed and all other material steps necessary for their maintenance have been taken.

To the Seller’s Knowledge, the Scil Entities and the Business as currently conducted have, in the three (3) years before the date of this Agreement, respectively, neither infringed any third party’s intellectual property rights, nor has any third party, alleged the infringement of its intellectual property rights by any Scil Entity in writing, or sent an invitation to license to any Scil Entity, nor, to the Seller's Knowledge, are the Owned Intellectual Property Rights, the Licensed Intellectual Property Rights and the Scil Software materially infringed by third parties. None of the Scil Entities has sent a written notice alleging that a third party is infringing any Owned Intellectual Property Rights or any Scil Software.

After the Closing, the Seller and/or any member of the Seller’s Group will not own any intellectual property rights or other intangible rights pertaining to the Business and used or required by the Scil Entities to continue to conduct the Business substantially as currently conducted.

None of the Scil Entities has licensed any intellectual property rights to any third party (other than the Scil Entities), except as disclosed in Schedule 6.2.12(h).

To the Seller’s Knowledge, the Scil Software is free from any software defect or programming or documentation error which would (i) materially prevent the intended use or (ii) give rise to any product liability claims, and operates and runs in a reasonable and efficient business manner.

No intellectual property that contains or is derived from open source software has been incorporated by any Scil Entity into any products, or has otherwise been distributed or licensed by any Scil Entity to third parties, in a manner that renders any products subject to license terms that require such Scil Entity to (i) provide free access to the corresponding source code of any software contained in any product, or (ii) permit modification or free redistribution of any software contained in any product. No Scil Entity is in violation of any open source license. Open source software means software that is licensed pursuant to a license that upon distribution of such software (and modifications thereof), purports to require the distributing party to (y) provide free access to the corresponding source code, or (z) permit modification or free redistribution of such software.

The Scil Entities either own or hold valid leases and/or licenses to all computer hardware, software, networks and other information technology (collectively, Information Technology) which is necessary for the Scil Entities to conduct the Business substantially as currently conducted. The Information Technology owned or used by the Scil Entities has the capacity and performance necessary to meet the requirements of the Business. To the Seller’s Knowledge, the Information Technology has not, in the three (3) years before the date of this Agreement failed to any material extent and the data that are processed by the Information Technology has not been corrupted or compromised to any material extent.

In the three (3) years prior to the Signing Date (i) to the Seller’s Knowledge, each Scil Entity has, in all material respects, complied with all applicable Laws in connection with privacy and the processing, use and protection of personal data (including customer data), (ii) the Scil Entities have not received any third party notice in writing of any failure to comply with such Laws in connection with privacy and the processing, use and protection of personal data and have not been notified by a governmental authority in writing about any investigation with respect to any such failure and (iii) to the Seller’s Knowledge, there has been no unauthorized access, use or disclosure of any personal data under the control of any Scil Entity or any of their data processors.

The Scil Entities have (taking into account any permitted extension) timely filed all Tax Returns required to be filed under applicable Law with the appropriate Tax Authority.

The Scil Entities have (taking into account any permitted extension) timely paid all Taxes shown as payable on any valid and enforceable Tax assessment notice issued by any Tax Authority or any Tax Return filed by them other that Taxes for which a suspension of enforcement of Tax payment obligation (Aussetzung der Vollziehung) has been granted.

As of the Closing Date the Scil Entities have access to documents, records and information relating to the period ending on the Closing Date that are (i) necessary for the filing of Tax Returns of the Scil Entities or (ii) required to be retained or preserved under applicable law. The Scil Entities have complied in all material aspects with all applicable documentation, retention and reporting requirements (in particular with their obligations under sections 90 paragraph 3, 146 and 147 of the General Tax Code (Abgabenordnung) and any applicable Law regarding the documentation of transfer prices.

No Tax Returns and Tax assessments of the Scil Entities are subject of any formal proceedings outside the ordinary assessment of any Tax (e.g., no Tax assessments are subject to objections (Einspruch) or Tax court proceedings (Finanzgerichtsverfahren)).

None of the Scil Entities has received, or unsuccessfully applied for, any Tax ruling or entered into or is currently under negotiations to enter into any agreement with any Tax Authority.

As of the Signing Date, the Company is treated as a corporation for U.S. federal income tax purposes and has not filed an Internal Revenue Service Form 8832 election in the preceding 60 months. Each other Scil Entity is treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes, except that (i) Vet Novations Canada Inc. is treated as a corporation for U.S. federal income tax purposes, and (ii) Lab Technologies Medizintechnik GmbH is treated as either a corporation or a partnership for U.S. federal income tax purposes. To Seller’s Knowledge, the Company’s minority interest in Lab Technologies Medizintechnik GmbH has a value not in excess of USD 100,000, as such value is determined for U.S. GAAP purposes.

been subject to any merger, spin-off or similar corporate reorganization, or any other material restructuring of the business organization (whether or not requiring any corporate action);

increased or decreased their respective share capital or redeemed any shares;

issued any share capital or similar ownership interests or rights thereto to any third party;

adopted, terminated or amended any affiliation agreements (Unternehmensverträge) within the meaning of sec. 291 et seq. AktG or any comparable agreement pursuant to foreign applicable Law;

acquired, encumbered, transferred or divested of a shareholding in any legal entity or a business;

made or declared any dividends or other distributions to the Seller or any member of the Seller’s Group;

made any capital expenditure, acquisition or disposal (including the creation of any Lien) of any assets with a value exceeding EUR 200,000 (in words: two hundred thousand euro) in each individual case or a series of related cases;

entered into any material contract, agreement or commitment (i.e. involving obligations in excess of EUR 200,000 (in words: two hundred thousand euro) per annum in each individual case or a series of related cases) outside the ordinary course of business;

terminated or materially amended any Material Agreement;

incurred any indebtedness for borrowed money;

extended any guarantees, indemnities, suretyships, letters of comfort, performance or warranty bonds or similar instruments securing any indebtedness or other obligations of any third party (other than Scil Entities) or incurred any other off-balance sheet liabilities;

made any advance or extended any loan (other than consumer credits and/or deferred payment arrangements granted in the ordinary course of business consistent with past practice) to any third party (other than Scil Entities) outside the ordinary course of business;

cancelled or waived any claims or rights of a value in excess of EUR 50,000 (in words: fifty thousand euro) in each individual case or a series of related cases except for discounts or boni granted to customers in the ordinary course of business;

changed the terms of employment (including compensation) of any of the Key Employees;

granted any increase in salaries, bonus or other remuneration of any Employee outside the ordinary course of business consistent with past practice or changed the current or introduced a new benefit plan;

laid off a significant part of its workforce or initiated any employee-related reorganization materially affecting the workforce or entered into any collective bargaining agreement or other collective agreement;

materially changed any method of accounting or accounting practice or policy, other than as required by a concurrent change of general accounting principles; and

agreed, whether in writing or otherwise, to do any of the foregoing.

Except as set out in Schedule 6.2.17(a) and except as specifically provided otherwise in this Agreement, none of the Scil Entities is, or has committed to become, a party to, or has any outstanding rights or obligations or liabilities under, any agreement with the Seller or any of its Affiliates other than the Scil Entities (collectively, the Seller's Group) or any of their directors or officers.

Except as listed in Schedule 6.2.17(b) and except as specifically provided otherwise in this Agreement, (i) no contractual relationships exist (A) between any Scil Entity, on the one hand, and any member of the Seller's Group or any of its directors or officers, on the other hand, (B) between any Scil Entity, any member of Sellers’ Group and third persons (including joint contractual relationships) and (C) to which a Scil Entity is a party and which are for the benefit of the Seller’s Group as third party beneficiary and (ii) neither any member of the Seller’s Group nor any of its directors or officers holds any assets or rights, which any of the Scil Entities currently uses for conducting its Business.

The (i) Seller and any other member of the Seller’s Group as well as (ii) [***], [***], and [***] including their respective Related Party, in each case, do not own, or have any other right to, any property or other tangible or intangible asset (including customer, end user and/or supplier data) pertaining to the Business and which is presently used by a Scil Entity and/or is required by such Scil Entity to continue the Business substantially in the same manner as presently conducted.

The Seller owns the Minority Shares thereby holding 25% in the share capital of the Participation. The Minority Shares have been validly issued, are fully paid up, either in cash or in kind, and have not been repaid, neither in whole nor in part, neither to the Company nor to any of its Affiliates. There is no shareholder obligation (actual or contingent) to make any additional payment or other contribution with respect to the Minority Shares. The Minority Shares are free and clear from any Liens and there are no pre-emptive rights, rights of first refusal, options, subscription rights or other rights (actual or contingent) of any third party to purchase or acquire, or otherwise in respect of, any or all of the Minority Shares other than as provided for in the articles of association of the Participation.

All agreements between the Company and other shareholders of the Participation and their Affiliates and related family members (including shareholders’ agreements and agreements on exclusivity, non-compete and non-solicitation of customers and suppliers) are listed on Schedule 6.2.18(b). No option of any third party exists to sell shares in the Participation to a Scil Entity.

No Scil Entity is liable for any (contingent or actual) liability or obligation owed by the Participation to any person under a guarantee, letter of comfort or otherwise.

any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Scil Entities;

any other information or documents that were delivered or made available to the Purchaser or its counsel, accountants or advisors with respect to the Business or the Scil Entities except as expressly set forth in this Agreement or otherwise agreed.

internal administration or overhead costs;

damages based on the argument that the Purchase Price was calculated based upon incorrect assumptions (such as earnings or other multiples on the basis of which the Purchase Price or a component thereof has been calculated or agreed);

consequential damages (other than loss of profits); and

loss of profits (entgangener Gewinn), except if and to the extent that such loss of profits (entgangener Gewinn) has been incurred at the level of any Scil Entity.

are Disclosed in this Agreement (including the Exhibits and Schedules thereto which form an integral part of this Agreement), provided, however, that a disclosure with respect to a specific Guarantee shall only be Disclosed with respect to the Guarantee it explicitly relates to but not with respect to any other Guarantee (no cross-disclosure); or

are actually known, as of the Signing Date, by the individuay listed in Schedule 7.4.2(b) (the Purchaser’s Representatives); provided that the existence of such knowledge can be shown by any kind of document, e-mail, note or other documentation in writing, electronic form (sec. 126 a BGB) or text form (sec. 126 b BGB) that was Disclosed by the Seller to any of the Purchaser’s Representatives. The documents made available in a virtual data room shall not be deemed to be actually known by the Purchaser or the Purchaser’s Representatives.

promptly (and in any event within twenty (20) Business Days of becoming aware of it) give notice of the Third Party Claim to the Seller and, at the expense of the Seller, ensure that the Seller and its representatives are given all reasonably required and requested information available to the Purchaser or any of the Scil Entities to investigate it;

not (and ensure that any Scil Entity shall not) admit liability or make any agreement or compromise in relation to the Third Party Claim without the prior written approval of the Seller (not to be unreasonably withheld or delayed and such approval shall be deemed to be granted if not refused in Textform within five (5) Business Days following receipt of the respective approval request); and

(subject to Seller’s prior confirmation in writing of its liability under this Agreement on the merits (dem Grunde nach) and, subject to any limitations applicable hereunder, in the amount (der Höhe nach) finally determined as being payable in respect of the relevant Third Party Claim and to indemnify the Purchaser or the relevant Scil Entity against all reasonable out-of-pocket costs and expenses incurred in respect of that Third Party Claim) ensure that it and each relevant Scil Entity shall:

take such action as the Seller may reasonably request to avoid, resist, dispute, appeal, compromise or defend the Third Party Claim (excluding the making of counter-claims or other claims against third parties);

allow the Seller (if it elects to do so) to take over the conduct of all proceedings and/or negotiations arising in connection with the Third Party Claim; and

provide such information and assistance as the Seller may reasonably require in connection with the preparation for and conduct of any proceedings and/or negotiations relating to the Third Party Claim;

does not exceed the Tax liabilities as shown in the Closing Accounts (to the extent such Tax liabilities have reduced the Purchase Price (other than the Enterprise Value) pursuant to Clause 3.1 and 3.2); for the avoidance of doubt, Tax provisions shall not reduce or exclude any Tax Indemnification Claim; or

is the result of (i) an amendment of a Tax Return for the Pre-Closing Date Period, (ii) an exercise of an election right with legal effect for the Pre-Closing Date Period, (iii) a deviation from past practice (where such past practice is in compliance with Mandatory Tax Law) of the Scil Entities in respect of accounting, valuation, transfer pricing or taxation principles introduced after the Closing Date for the Pre-Closing Date Period, (iv) a reorganization initiated by the Purchaser or – after the Closing Date – one or more of the Scil Entities with legal effect for the Pre-Closing Date Period, (v) an elapse of a deadline to contest a Tax assessment (Einspruch erheben) or to file a law suit in Tax court against the Tax Authorities (Klage vor den Finanzgerichten erheben) due to a non-compliance with a notification to be made by the Purchaser in accordance with Clause 8.4.1, (vi) a non-compliance with an instruction in compliance with Mandatory Tax Law given by the Seller in accordance with Clauses 8.3.2 and 8.4.2, (vii) a settlement of a Tax audit (Betriebsprüfung), contest of a Tax assessment (Einspruchsverfahren) or law suit in Tax Court (Klage vor dem Finanzgericht) without the prior consent in Textform of the Seller (not to be unreasonably withheld or delayed and such consent shall be deemed to be granted if not refused in Textform within fifteen (15) Business Days following receipt of the respective consent request) unless and to the extent such non-compliance under (v) to (vii) has not caused or increased the Tax Indemnification Claim. It is expressly understood that the exceptions from the Tax Indemnification Claim listed above under numbers (i) through (vii) do not apply if (A) the action or omission is required to comply with Mandatory Tax Law and (B) the Seller has been notified by the Purchaser at least fifteen (15) Business Days before such an action is taken (and if a circumstance occurs in which Mandatory Tax Law requires such action to be taken in less than fifteen (15) Business Days, the time for the notification of the Seller is reduced in a reasonable manner reflecting the specific situation); or

does correspond to or can be offset against any Tax Assets of the Scil Entities, the Purchaser or any of its affiliated companies arising or increasing out of reciprocal effects (Wechselwirkungen) triggered by a circumstance causing the specific Tax Indemnification Claim in question, e.g. resulting from the extension of depreciation periods or higher depreciation allowances (Phasenverschiebung) or from the transfer of an item relevant for Tax into another calendar year. It is understood that the value of such Tax Asset shall reduce a Tax Indemnification Claim (i) by its face value if and to the extent that the respective Tax Asset stems from a Tax other than Taxes on income (e.g. corporate income taxes, solidarity surcharge and trade taxes) or (ii) by the net present value of the respective Tax Asset if and to the extent the Tax Asset stems from Taxes on income (e.g. corporate income taxes, solidarity surcharge and trade taxes), whereby the net present value of such Tax Asset shall be calculated as of the day of the Tax Indemnification Claim becomes due and payable by discounting such respective Tax Asset by five (5) per cent per annum, applying a Tax rate applicable by Law in the relevant taxable period and the expected time period in which such respective Tax Asset can be realized (especially by way of refund, credit or set-off) but for a maximum of five (5) years after the Closing Date and under the assumption that the relevant entity is and will remain in a Tax paying position.

the annual books of accounts of the Scil Entities for the fiscal year 2019 as well as any other financial information required in connection with the Closing Accounts and the Purchase Price Determination Statement. Clause 5.1.3 remains unaffected;

the annual books of accounts of the Scil Entities for the fiscal year 2019 as well as any other financial information required in connection with the preparation of the Seller’s group accounts for the fiscal year 2019; and

any and all information the Seller requires to prepare the Tax filings according to Clause 8.

become subject to any merger, spin-off or similar corporate reorganization, or any other material restructuring of the business organization (whether or not requiring any corporate action);

increase or decrease their respective share capital or redeem any shares;

issue any share capital or similar ownership interests or rights thereto to any third party;

adopt, terminate or amend any affiliation agreements (Unternehmensverträge) within the meaning of sec. 291 et seq. AktG or any comparable agreement pursuant to foreign applicable Law;

acquire, encumber, transfer or divest of a shareholding in any legal entity or a business);

make or declare any dividends or other distributions to the Seller or any member of the Seller’s Group;

make any capital expenditure, acquisition or disposal (including the creation of any Lien) of any assets with a value exceeding EUR 200,000 (in words: two hundred thousand euro) in each individual case or a series of related cases;

enter into any material contract, agreement or commitment (i.e. involving obligations in excess of EUR 200,000 (in words: two hundred thousand euro) per annum in each individual case or a series of related cases) outside the ordinary course of business;

terminate or materially amend any Material Agreement;

incur any indebtedness for borrowed money;

extend any guarantees, indemnities, suretyships, letters of comfort, performance or warranty bonds or similar instruments securing any indebtedness or other obligations of any third party (other than Scil Entities but including any member of the Seller’s Group) or incur any other off-balance sheet liabilities;

make any advance or extend any loan (other than consumer credits and/or deferred payment arrangements granted in the ordinary course of business consistent with past practice) to any third party (other than Scil Entities) outside the ordinary course of business;

cancel or waive any claims or rights of a value in excess of EUR 50,000 (in words: fifty thousand euro) in each individual case or a series of related cases except for discounts or boni granted to customers in the ordinary course of business;

change the terms of employment (including compensation) of any of the Key Employees;

grant any increase in salaries, bonus or other remuneration of any Employee outside the ordinary course of business consistent with past practice or change the current or introduce a new benefit plan;

lay off a significant part of its workforce or initiate any employee-related reorganization materially affecting the workforce or enter into any collective bargaining agreement or other collective agreement;

materially change any method of accounting or accounting practice or policy, other than as required by a concurrent change of general accounting principles;

grant any licenses to any third party (including Seller’s Group);

enter into any agreement with any member of the Seller’s Group or any of its directors, officers or shareholders; and

agree, whether in writing or otherwise, to do any of the foregoing.

furnishing Purchaser with the Audited Financial Statements and such other financial and other financial and other pertinent information of the type that would typically be included in bank information memoranda and other syndication materials or similar documents customarily required in connection with the credit facilities obtained for the purpose of providing financing for the transactions contemplated by this Agreement, or otherwise as reasonably requested by Purchaser and that is customarily needed in connection with the arrangement of any Financing in connection with transactions similar to the transactions contemplated by this Agreement;

upon reasonable prior notice and in reasonably convenient locations (or via teleconference), participating (including by making members of senior management with appropriate seniority and expertise available) in a reasonable number of meetings, presentations, due diligence sessions, meetings with prospective lenders and sessions with rating agencies at times to be mutually and reasonably agreed;

providing reasonable and customary assistance in the preparation of materials for rating agency presentations, bank information memoranda (including, to the extent necessary, an additional bank information memorandum that does not contain material non-public information), and similar documents customarily required in connection with the Financing or the SEC Filings, including executing customary authorization letters in connection with the distribution of such materials authorizing the distribution of information containing a customary representation to the Financing sources that the public side versions of marketing materials, if any, do not include material non-public information about the business of the Company for purposes of U.S. federal and state securities laws;

providing reasonable and customary assistance in the preparation, execution and delivery of definitive documentation with respect to the Financing or the SEC Filings, the delivery of collateral required to be provided thereunder and the perfection of security interests required to be granted thereunder;

taking all corporate and other actions, reasonably necessary to permit the consummation of the Financing or the SEC Filings.

any and all claims of the [***] if and to the extent these exceed the [***] Amount and have not been deducted from the Purchase Price as Financial Debt;

any and all claims of the [***] if and to the extent these exceed the [***] Amount and have not been deducted from the Purchase Price as Financial Debt;

any and all claims of the [***] if and to the extent these exceed the [***] Amount and have not been deducted from the Purchase Price as Financial Debt;

(i) any and all former subsidiaries or other Affiliates of the Company (whether controlled or not), irrespective whether such subsidiary or other Affiliate has been sold, liquidated or otherwise disposed (including in the USA, the Netherlands, the United Kingdom and Singapore (including Harold PTE Ltd., Singapore, and Scil Animal Care Company, USA) and (ii) scil animal care company Ltd., United Kingdom, or other subsidiaries of the Company which are not operative any more as of the Closing Date (including costs for winding up/liquidation).

If the [***] Amount deducted from the Purchase Price as Financial Debt exceeds the [***] Amount as finally determined, the Purchaser shall inform the Seller and shall pay to the Seller the amount by which the [***] Amount as deducted from the Purchase Price exceeds the [***] Amount.

If the [***] Amount deducted from the Purchase Price as Financial Debt exceeds the [***] Amount as finally determined, the Purchaser shall inform the Seller and shall pay to the Seller the amount by which the [***] Amount as deducted from the Purchase Price exceeds the [***] Amount.

If the [***] Amount deducted from the Purchase Price as Financial Debt exceeds the [***] Amount as finally determined, the Purchaser shall inform the Seller and shall pay to the Seller the amount by which the [***] Amount as deducted from the Purchase Price exceeds the [***] Amount.

Any Notices to be delivered to the Seller hereunder shall be addressed as follows:

Any Notices to be delivered to the Seller’s Guarantor hereunder shall be addressed as follows:

Any Notices to be delivered to any of the Purchasers hereunder shall be addressed as follows:

Any Notices to be delivered to the Purchaser’s Guarantor hereunder shall be addressed as follows: