EX-10.34
from 10-K
7 pages
2 (F) “Outstanding Covid 19 Recoveries Amount” Has the Meaning Given in Paragraph 1.1 of Part a of Schedule 19 (Covid Recoveries); and (G) “Reinsurance Protocol” Means Schedule 14 (Reinsurance Protocols). 3.2 the Definition of “Claim” in Clause 1.1 Is Hereby Amended as Follows: ““Claim” Means Any Proceedings, Claim, Suit or Action Made by a Party Arising Out of the Share Purchase Documents (Excluding the Tpv/ Pri Reinsurance Agreement, the Tpv/ Pri Claims Management Agreement, the D&F/ Casualty Reinsurance Agreement, the D&F/ Casualty Claims Management Agreement, Fronting Agreement, the Transitional Services Agreement, the Reinsurance Protocol and Any Other Documents in the Agreed Form) or the Transactions Contemplated Hereby;” 3.3 Clause 5.1 Is Hereby Amended By: (A) Deleting the Full Stop at the End of Clause 5.1(b) and Replacing It With a Semi- Colon; and (B) Inserting the Words “As Adjusted in Accordance With Paragraph 2.5 of Part a of Schedule 19 (Covid Recoveries)” at the End of Clause 5.1, Immediately Below Clause 5.1(b). 3.4 Clause 5.2 Is Deleted in Its Entirety and Replaced With the Following: “5.2 at Completion, the Purchaser Shall Pay: (A) to the Seller in Cash an Amount Which Is Equal to the Sum Of: (I) the Base Consideration; (II) Plus the Amount (If Any) by Which the Estimated Completion Net Assets Exceed the Base Net Assets; (III) Minus the Amount (If Any) by Which the Estimated Completion Net Assets Fall Short of the Base Net Assets; (IV) Minus the Escrow Amount, (The “Completion Payment”); and (B) to the Escrow Agent (By Way of Payment to the Escrow Account) an Amount in Cash Equal to the Escrow Amount, Which Amount Shall Be Held by the Escrow Agent in Accordance With the Escrow Agreement and Subject to Schedule 19 (Covid Recoveries).” 3.5 a New Clause 8.4 Is Included, as Follows: “8.4 the Provisions of Schedule 19 Shall Apply in Respect of the Covid Recoveries.” 3.6 Clause 12.17 (B) Is Amended as Follows
12/34/56
