AGREEMENT FOR CONTRIBUTION OF SHARES

Exhibit 10.2

AGREEMENT FOR CONTRIBUTION

OF

SHARES

between

JAHOLD B.V.,

a company incorporated under the laws of The Netherlands, and

GOLOBER B.V.,

a company incorporated under the laws of The Netherlands,

and

IVANHOE NETHERLANDS HOLDINGS III B.V.,

a company incorporated under the laws of The Netherlands

Dated: As of October 4, 2006

AGREEMENT FOR CONTRIBUTION OF SHARES

THIS AGREEMENT FOR CONTRIBUTION OF SHARES (this “Agreement”) is made and dated as of the 4^th day of October, 2006, by and among:

 

(1)

JAHOLD B.V., a company incorporated under the laws of The Netherlands (“Jahold”), and GOLOBER B.V., a company incorporated under the laws of The Netherlands (“Golober”), each having an office at Amsteldijk 166, 6th Floor, 1079 LH Amsterdam, The Netherlands; and

 

(2)

IVANHOE NETHERLANDS HOLDINGS III B.V., a company incorporated under the laws of The Netherlands (“Ivanhoe Contributee”), having its registered office at Herengracht 483, 1017 BT, Amsterdam, The Netherlands.

RECITALS

A. Jahold owns 15,625 Shares (the “MX 2003 Shares”) of Madrid Xanadu 2003, S.L., a company duly incorporated under Spanish law, having its registered address at Centro Comercial MADRID XANADU. OFICINA DE GESTION, ARROYOMOLINOS, MADRID, registered with the Commercial Registry of Madrid in Tome 17,034, Book 0, Folio 67, Section 8, Page 291,455, with Tax Identification Number (CIF) B83141085 (“MX 2003”). The MX 2003 Shares represent all of the stock of MX 2003, and were acquired by Jahold as follows: (a) by subscription of 301 Shares in the deed of transfer of Shares dated January 31, 2002, executed before the Notary Public of Madrid, Mr. Carlos de Prada Guaita; (b) by subscription of 15,323 Shares in the increase in capital dated June 11, 2002 formalized before the Notary Public of Madrid Mr. José Luis Martínez-Gil; and (c) by subscription of 1 Share in the increase in capital dated December 1, 2004 formalized before the Notary Public of Madrid Mr. Ignacio Martínez-Gil; and Jahold also owns the Jahold Inter-Company Loans, as defined below (the MX 2003 Shares and the Jahold Inter-Company Loans being referred to collectively as the “MX 2003 Interests”).

B. Golober owns 50,302 Shares (the “PDN Shares”) of Parque de Nieve Madrid, S.L., a company duly incorporated under Spanish law, having its registered address at Centro Comercial MADRID XANADU. OFICINA DE GESTION, ARROYOMOLINOS, MADRID (pending of registration), registered with the Commercial Registry of Madrid in Tome 17,444, Book 0, Folio 114, Section 8, Page 299,393 with Tax Identification Number (CIF) B-83232314 (“PDN”). The PDN Shares represent all the stock of PDN and were acquired by Golober as follows: (a) by subscription of 301 Shares in the deed of incorporation dated February 26, 2002, executed before the Notary Public of Madrid, Mr. Carlos de Prada Guaita; (b) by subscription of 50,000 Shares in the increase in capital dated December 2, 2002 formalized before the Notary Public of Madrid, Mr. Carlos de Prada Guaita; and (c) by subscription of 1 Share (the “PDN Non-Registered Share”) in the increase in capital dated December 28, 2005 formalized before the Notary Public of Madrid Mr. Ignacio Martínez-Gil (pending registration with the Commercial Registry); and Golober also owns the Golober Inter-Company Loans, as defined below (the PDN Registered Shares, the PDN Non-Registered Share Rights and the Golober Inter-Company Loans being referred to collectively as the “PDN Interests”).

C. Jahold desires to contribute the Jahold Spanish Interests to the Ivanhoe Contributee in consideration of the issuance to Jahold of the Jahold Contributee Shares and Golober desires to contribute the Golober Spanish Interests to the Ivanhoe Contributee in consideration of the issuance to Golober of the Golober Contributee Shares, and the Ivanhoe Contributee desires to accept such contributions, all subject to and on the terms and conditions more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. For purposes of this Agreement, the term(s):

1.1. “Additional Tax Indemnity Obligation” has the meaning set forth in Section 9.1(b).

1.2. “Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly Controls, or is Controlled by, or is under common Control with, such first Person, provided that no Subject Company shall be considered an Affiliate of either of the Contributors or of the Ivanhoe Contributee for purposes of this definition. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and decision-making of a Person and “Controlled” shall have the corresponding meaning.

1.3. “Affiliate Equity Interests” has the meaning set forth in Section 2.6(c)(ii).

1.4. “Agreement” has the meaning set forth in the introductory paragraph hereto.

1.5. “Applicable Laws” means all statutes, laws, by-laws, regulations, ordinances, orders and requirements of any Governmental Authority having jurisdiction.

1.6. “Assignment and Assumption of Contracts” means an agreement for the assignment and assumption of Contracts, in the form to be agreed upon by the Contributors and the Ivanhoe Contributee, each acting reasonably.

1.7. “Assignment of Intellectual Property” has the meaning set forth in Section 2.3.

1.8. “Bankruptcy Code” means 11 U.S.C. Section 101 et seq., or any statute of similar nature or purpose under United States, Canadian, Spanish, Dutch, British, European Union or other laws.

1.9. “Basket Amount” means US$250,000.

1.10. “Business Day” means any day other than a Saturday, Sunday or a statutory holiday in any of Toronto, Ontario, Madrid, Spain, Amsterdam, The Netherlands, or New York, New York.

 

-2-

1.11. “Chattels” means all equipment, inventory, vehicles, furniture, supplies and other chattels or tangible personal property located at or in the Property or used in the maintenance, repair and operation of the Property (including, without limitation, all computer hardware and software and all operating manuals in respect of any equipment) other than such property which is owned by any Tenant.

1.12. “Claims” means all past, present and future claims, suits, proceedings, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, fines, disbursements, reasonable legal fees and disbursements, interest, demands and actions of any nature or any kind whatsoever.

1.13. “Closing” means the completion of the Transactions.

1.14. “Closing Date” means the date of Closing.

1.15. “Closing Deliveries Escrow Agent” means Houthoff Buruma N.V., Amsterdam, The Netherlands.

1.16. “Closing Documents” means the agreements, instruments and other deliveries to be delivered by the Ivanhoe Contributee or its solicitors (or by either of them) pursuant to Section 4.2 and the agreements, instruments and other deliveries to be delivered by the Contributors or their solicitors (or either of them) pursuant to Section 4.

1.17. “Contracts” means: (i) all contracts and agreements with Third Parties (other than Leases and policies of insurance) relating to the Property to which any one or more of the Contributors or the Subject Companies is a party or by which any of the Contributors, the Subject Companies or the Property is bound in connection with the ownership, management, maintenance, operation, cleaning, security, protection or servicing of the Property, and (ii) all of the Mills Services Contracts and all Designated Contracts, if any; without limiting the foregoing, it is confirmed that none of the Management Arrangements constitutes a Contract.

1.18. “Contribution Value” has the meaning set forth in Section 2.2(a).

1.19. “Contributors” means, collectively, Jahold and Golober.

1.20. “Controlled Breach” means a breach of any Subject Mills Representation that is caused by or attributable to any action or omission of any Mills Entity at any time from (and including) the date of this Agreement, which action or omission violates any provision of this Agreement or causes any representation or warranty made by the Contributors, or either of them, to be untrue as of the time of Closing.

1.21. “Cut-Off Date” means the Business Day prior to the last day of the Due Diligence Period.

1.22. “Data Room CD-ROM” means a CD-ROM or DVD-ROM, or a set thereof, prepared by the Contributors that contains copies of the Leases and Contracts for the Property, and a copy of the PDN Ground Lease, a copy of which CD ROM or DVD ROM, or a set thereof, has been delivered to the Ivanhoe Contributee as of the date hereof (and specifically

 

-3-

identified as such), as the same shall be updated from time to time up to and including the Cut-Off Date.

1.23. “Designated Contracts” has the meaning set forth in Section 2.11(a).

1.24. “Due Diligence” has the meaning set forth in Section 2.12(a).

1.25. “Due Diligence Period” has the meaning set forth in Section 2.12(a).

1.26. “Employee Information” means all files relating to any of the Property Employees in the possession or control of the Contributors or their Affiliates.

1.27. “Employee Plans” means any insurance plans providing for disability, hospitalization, healthcare, medical or dental treatments or expenses, life insurance, accidental death and dismemberment insurance, death or survivor’s benefits and supplementary employment insurance, in each case regardless of whether or not such benefits are insured or self-insured, which are maintained, or otherwise contributed to or required to be contributed to in respect of any of the Property Employees.

1.28. “Employment Agreements” means all employment agreements between Mills Global Spain and the Property Employees in existence as of the date of this Agreement.

1.29. “Employment Consents” has the meaning set forth in Section 2.11(b)(i).

1.30. “Encumbrances” means, in the case of any given assets or property (whether tangible or not), all mortgages, pledges, charges, liens, debentures, hypothecs, trust deeds, assignments by way of security, security interests, conditional sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest in, such assets or property or any part thereof or interest therein, and any agreements, leases, options, attachments (“beslagen”), garnishments, certificates of pending litigation (lis pendens), easements, rights of way, restrictions, executions or other encumbrances (including notices or other registrations in respect of any of the foregoing) affecting title to such assets or property or any part thereof.

1.31. “Escrow Agreement” means an escrow agreement pursuant to which certain Closing Documents are held in escrow by the Closing Deliveries Escrow Agent pending completion of the Closing, in the form to be agreed upon by the Contributors and the Ivanhoe Contributee, each acting reasonably.

1.32. “Excluded Claims” has the meaning set forth in Section 2.10(d).

1.33. “Excluded Management Assets” means the software applications listed on Schedule B.

1.34. “Existing Auditors” has the meaning set forth in Section 2.6(a).

1.35. “Goldman Sachs” means Goldman Sachs Mortgage Company.

 

-4-

1.36. “Golober” has the meaning set forth in the first paragraph of this Agreement.

1.37. “Golober Contributee Shares” has the meaning set forth in Section 2.1(b).

1.38. “Golober Inter-Company Loans” means all of the Inter-Company Loans owed to Golober that are described on Schedule D, as well as all benefits and security acknowledging or evidencing such Inter-Company Loans, and all other rights and benefits arising therefrom or relating thereto.

1.39. “Golober Spanish Interests” means the PDN Interests and all rights, benefits and interests relating thereto.

1.40. “Governmental Authority” means any government, autonomous community (“comunidad autónoma”), legislature, municipality, regulatory authority, agency, commission, department, board or court or other law, regulation or rule-making entity.

1.41. “Historical Liabilities” has the meaning set forth in Section 9.1.

1.42. “Hypo Debt” means, as of any particular time, the outstanding principal amount of the indebtedness evidenced and/or secured by the Hypo Debt Documents, together with all accrued unpaid interest thereon and any other amounts payable thereunder or in respect thereof, including all fees or other amounts payable to the lender, its lawyers or other representatives in connection with the assumption of such debt and the Hypo Debt Documents.

1.43. “Hypo Debt Credit” has the meaning set forth in Section 2.2(a).

1.44. “Hypo Debt Documents” means that certain Loan Agreement, executed on December 30, 2002, before the Notary Public of Madrid, Mr. Pablo de la Esperanza Rodriguez, with number 4,619 of his protocol, between MX 2003, as borrower, and Bayerische Hypo-Und Vereinsbank Aktiengesellschaft, as lender, arranger, and agent, together with all of the other instruments and agreements which evidence or secure the Hypo Debt including all Encumbrances securing the Hypo Debt.

1.45. “Indemnitee” has the meaning set forth in Section 10.1.

1.46. “Indemnitor” has the meaning set forth in Section 10.1.

1.47. “Intellectual Property” means the trade names, trade marks, logos, commercial symbols, business names, websites, and/or domain names described on Schedule C.

1.48. “Inter-Company Loans” means all indebtedness of MX 2003 or PDN to any Mills Entities, including, without limitation, the Jahold Inter-Company Loans and the Golober Inter-Company Loans, but excluding any obligations of PDN under the PDN Ground Lease.

 

-5-

1.49. “Interim Financial Statements” means, in the case of each of the Subject Companies, the unaudited financial statements of such Subject Company for the period commencing on January 1, 2006 and ending on August 31, 2006.

1.50. “Ivanhoe” means Ivanhoe Cambridge Inc.

1.51. “Ivanhoe Contributee” has the meaning set forth in the first paragraph of this Agreement.

1.52. “Ivanhoe Contributee’s Solicitors” means Houthoff Buruma N.V., Amsterdam.

1.53. “Ivanhoe Employment Entity” means Ivanhoe España S.A.

1.54. “Ivanhoe Indemnity” means the indemnity by Ivanhoe in favour of the Contributors in respect of any Claims made by the Contributors in respect of any breach of the representations and warranties made by the Ivanhoe Contributee in Section 2.9, and in respect of the Ivanhoe Contributee’s obligations pursuant to Sections 2.4 and 2.10(d), such indemnity to be in form and substance satisfactory to Ivanhoe and the Contributors, all acting reasonably.

1.55. “Jahold” has the meaning set forth in the first paragraph of this Agreement.

1.56. “Jahold Inter-Company Loans” means all of the Inter-Company Loans owed to Jahold that are described on Schedule D, as well as all benefits and security acknowledging or evidencing such Inter-Company Loans, and all other rights and benefits arising therefrom or relating thereto.

1.57. “Jahold Contributee Shares” has the meaning set forth in Section 2.1(a).

1.58. “Jahold Spanish Interests” means the MX 2003 Interests and all rights, benefits and interests relating thereto.

1.59. “Known by the Ivanhoe Contributee” means written information or documentation that has been delivered to the Ivanhoe Contributee or any of its Affiliates by any Mills Entity or any Third Party and also any written information or documentation that has otherwise been made available to the Ivanhoe Contributee or any of its Affiliates by any Mills Entity.

1.60. “Leases” means all agreements to lease, leases, renewals of leases, subtenancy agreements, parking agreements, storage agreements and other agreements (including licences) which entitle any Person to possess or occupy any space within the Property, together with all security, guarantees and indemnities relating thereto, in each case as amended, renewed or otherwise varied, but excludes the PDN Ground Lease.

1.61. “Liability Cap” means US$7,500,000.

1.62. “Loan Fees” has the meaning set forth in Section 2.4(b).

 

-6-

1.63. “Madrid Xanadu Name Assignment Agreement” means the agreement entitled “Bill of Sale and Assignment of Leases, Contracts, Warranties, Guaranties and Other Intangible Property” dated as of August 18, 2004 between PGC, Tolka, Madrid Xanadu 2000, S.L. and Jaafar Jawad Al Jalabi, as assignor, and MX 2003, as assignee, pursuant to which, inter alia, the assignor made certain covenants in favour of MX 2003 in respect of the use of the name “Xanadu”, “Madrid Xanadu” and variations thereof.

1.64. “Management Arrangements” means all arrangements or contracts with any Mills Entities involving the development, management, leasing and/or operation of the Property, all of which are described on Schedule E.

1.65. “Management Termination and Release” has the meaning set forth in Section 2.10(a).

1.66. “Mandatory Amount” has the meaning set forth in Schedule A.

1.67. “Maximum Amount” has the meaning set forth in Schedule A.

1.68. “Mills Affiliate Loans” means all loans made by either of the Subject Companies to any Mills Entities that are outstanding as of the date hereof.

1.69. “Mills’ Broker” has the meaning set forth in Section 7.

1.70. “Mills Corp.” means The Mills Corporation, a Delaware corporation.

1.71. “Mills Entity” means either of the Contributors or any other Affiliate of TMLP.

1.72. “Mills Global Spain” means Mills Global Services of Spain, S.L.

1.73. “Mills Madrid Encumbrances” means all Encumbrances in favour of Mills Kan-Am B.V. (now known as Mills Madrid, B.V.), or any successor or assign.

1.74. “Mills Service Contracts” has the meaning set forth in Section 2.11(a).

1.75. “MX 2003” has the meaning set forth in the Recitals.

1.76. “MX 2003 Directors and Officers” means the Persons listed on Schedule F in their capacities as directors or officers of MX 2003.

1.77. “MX 2003 Financial Statements” has the meaning set forth in Section 2.7(a)(vi).

1.78. “MX 2003 Interests” has the meaning set forth in the Recitals.

1.79. “MX 2003 Property” means the real property owned by MX 2003 described in the Land Registry of Arroyomolinos (Madrid), as set forth on Schedule H attached hereto.

 

-7-

1.80. “Non-Assignable Rights” has the meaning ascribed thereto in Section 2.11(a).

1.81. “Notary” means Arnout Stroeve or any other civil-law notary of Houthoff Buruma N.V. in Amsterdam.

1.82. “Notice” has the meaning ascribed thereto in Section 11.5.

1.83. “PDN” has the meaning set forth in the Recitals.

1.84. “PDN Directors and Officers” means the Persons listed on Schedule G in their capacities as directors and officers of PDN.

1.85. “PDN Financial Statements” has the meaning set forth in Section 2.7(b)(vi).

1.86. “PDN Ground Lease” means the Lease of Land and Buildings dated 27 December, 2002, between MX 2003, as lessor, and PDN, as lessee, as amended by that certain First Amendment to Lease of Land and Buildings dated 30 December, 2005.

1.87. “PDN Interests” has the meaning set forth in the Recitals.

1.88. “PDN Non-Registered Share” has the meaning set forth in the Recitals.

1.89. “PDN Non-Registered Share Rights” means all of Golober’s proprietary rights, proprietary title and interests in and to the PDN Non-Registered Share, it being acknowledged that the transfer of the PDN Non-Registered Share itself will be subject to the registration of the issuance of the PDN Non-Registered Share in the Registry Sheet for PDN, and all of Golober’s rights to reimbursement of the monies contributed as nominal value and premium to pay up the PDN Non-Registered Share in the event it is amortized at PDN’s sole discretion.

1.90. “PDN Property” means the leasehold interest of PDN in a portion of the MX 2003 Property pursuant to the PDN Ground Lease.

1.91. “PDN Registered Shares” means all of the PDN Shares other than the PDN Non-Registered Share.

1.92. “Permitted Encumbrances” means, with respect to the Spanish Interests or the Property: (i) the Encumbrances that are registered against the title to the Property as of 10:00 a.m. on the Cut-Off Date or which are Known by the Ivanhoe Contributee as of the Cut-Off Date other than the Mills Madrid Encumbrances; (ii) encumbrances for real property taxes (which term includes charges, rates and assessments, and other governmental charges or levies) or charges for electricity, power, gas, water and other services and utilities in connection with the Property that have accrued but are not yet due and owing or, if due and owing, are otherwise provided for between the parties, or their Affiliates; (iii) to the extent that they existed as at 10:00 a.m. on the Cut-Off Date and are Known by the Ivanhoe Contributee, facility sharing, cost sharing, tunnel, pedway, servicing, parking, reciprocal and other similar agreements in respect of

 

-8-

the Property with neighbouring landowners and/or Governmental Authorities; (iv) other Encumbrances affecting the Property that are in existence as of 10:00 a.m. on the Cut-Off Date, provided they do not adversely affect the development, use, operation or value of the Property and do not secure the payment of money or any other monetary obligations; (v) registrations relating to any of the leased personal property pursuant to any of the Contracts; (vi) the Leases and the Hypo Debt Documents; and (vii) the Encumbrances set out on Schedule I.

1.93. “Person” means an individual, partnership, corporation, trust, unincorporated organization, government, or any department or agency thereof, and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual.

1.94. “PGC” has the meaning set forth in Schedule A.

1.95. “PGC Escrow Agreement” means the agreement entitled “Attachment Termination and Escrow Agreement” made the 3rd day of October, 2006 among certain Mills Entities, PGC, Tolka, Silsparo B.V. and Goldman Sachs International.

1.96. “PGC Litigation” has the meaning set forth in Schedule A.

1.97. “PGC Risk” has the meaning set forth in Schedule A.

1.98. “Power Center Project” means that certain project to build a power center on a portion of the Property in which one or both of the Subject Companies is currently engaged.

1.99. “Pre-Closing Consultant” shall mean any lawyer, accountant, or other Person who has provided services to the Subject Companies for any period prior to and including the Closing.

1.100. “Property” means the MX 2003 Property and the PDN Property, collectively.

1.101. “Property Employee” means those individuals listed in Schedule J hereto.

1.102. “Qualified Designees” means any Person, directly or indirectly, wholly-owned by Ivanhoe.

1.103. “Registry Sheet” means, in the case of each of the Subject Companies, the Registry Sheet (“Hoja Registral”) for such Subject Company at the Commercial Registry of the corporate domicile of such Subject Company.

1.104. “Requisite Financial Statements” has the meaning set forth in Section 2.6(a).

1.105. “Scheduled Closing Date” has the meaning set forth in Section 4.

1.106. “Shares” means, in the case of either of the Subject Companies, participaciones sociales.

 

-9-

1.107. “Spanish Interests” means, collectively, the MX 2003 Interests, the PDN Interests and all rights, benefits and interests relating to any of the foregoing.

1.108. “St. Enoch/Vaughan Mills Purchase Agreement” means the Agreement for Transfer of Ownership Interests between Affiliates of TMLP and Affiliates of Ivanhoe, dated as of the date hereof, and related to the sale by such Affiliates of TMLP of their interests, direct or indirect, in the properties known as the “St. Enoch Property” and the “Vaughan Mills Property”, as such Agreement may be amended or supplemented by the parties thereto from time to time.

1.109. “Subject Companies” means MX 2003 and PDN.

1.110. “Subject Company Assets” means, collectively, all the assets of the Subject Companies, excluding the Mills Affiliate Loans and the Affiliate Equity Interests.

1.111. “Subject Mills Representations” has the meaning set forth in Section 2.7(d).

1.112. “Survival Date” has the meaning set forth in Section 2.7(d).

1.113. “Tax” or “Taxes” means all taxes, charges, fees, levies, duties, contributions, withholdings or liabilities, imposts and other assessments, whether payable to any governmental, state, federal, provincial, regional (“autonomous community”), local, or other governmental authority, including without limitation, all income, sales, use, goods and services, harmonized sales, value added, capital, capital gains, alternative, net worth, transfer, profit, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, local improvement rates or charges, and any other taxes, customs duties, fees, assessments, royalties, duties, deductions or similar charges in the nature of a tax, including pension plan contributions, employment insurance payments and workers compensation premiums, together with any instalments, and any interest surcharges, fines and penalties imposed by any Governmental Authority, whether disputed or not.

1.114. “Tenants” means any tenants or licensees occupying space at the Property, excluding PDN.

1.115. “Third Party” means any Person who is not one of the Contributors, the Ivanhoe Contributee, the Subject Companies or an Affiliate of any of them.

1.116. “Third-Party Claim” has the meaning set forth in Section 10.1.

1.117. “Threshold Damage Amount” has the meaning set forth in Section 8(a).

1.118. “Threshold Taking Percentage” has the meaning set forth in Section 8(b).

1.119. “TMLP” means The Mills Limited Partnership, a Delaware limited partnership.

1.120. “TMLP Indemnity” means the indemnity by TMLP in favour of the Ivanhoe Contributee in respect of any Claims made by the Ivanhoe Contributee in respect of any

 

-10-

breach of the representations and warranties made by any of the Contributors in Section 2.7, subject to the provisions of Section 2.7(d), and the agreement of TMLP in respect of the obligations of the Contributors and TMLP pursuant to Sections 2.6(c) and 2.10(e), and the agreement of TMLP by TMLP in favour of the Ivanhoe Contributee and the Subject Companies in respect of any obligations of the Contributors pursuant to Section 9 hereof, such document to be in form and substance satisfactory to TMLP and the Ivanhoe Contributee, each acting reasonably.

1.121. “Tolka” has the meaning set forth in Schedule A.

1.122. “Total Acquisition Cost” has the meaning set forth in the definition of “Profit”.

1.123. “Transactions” means the transactions provided for in Section 2.1 of this Agreement.

1.124. “Transfer Instruments” means any instruments effecting the contribution of the Spanish Interests and the issuance of the Jahold Contributee Shares and the Golober Contributee Shares as contemplated pursuant to this Agreement.

1.125. “Transferred Employees” has the meaning set forth in Section 2.11(b)(i).

1.126. “Uncontrolled Breach” means any breach of a Subject Mills Representation that is not a Controlled Breach.

1.127. “Unlimited Representations” means the representations set forth in the following sections: Section 2.7(a)(i) through Section 2.7(a)(vii), Section 2.7(a)(viii)(x) and (y), Section 2.7(a)(ix), Section 2.7(a)(x), Section 2.7(b)(i) through Section 2.7(b)(vii), Section 2.7(b)(viii)(x) and (y), Section 2.7(b)(ix) and Section 2.7(b)(x).

1.128. “Unpaid Development Costs” means the fixed amount of Seventeen Million, Seven Hundred and Forty-four Thousand, One Hundred and Fourteen Euro (€17,744,114), which the parties have agreed is the amount of the costs with respect to the Power Centre Project which have not been paid as of the Cut-Off Date, including those that have not been incurred as of such time.

2. Contribution of the Spanish Interests

2.1. Conveyance. Subject to and upon the terms and conditions herein provided:

(a) the Ivanhoe Contributee hereby agrees on Closing to issue to Jahold 12 class B shares, each with a nominal value of €100 (the “Jahold Contributee Shares”), which Jahold Contributee Shares shall be paid up by Jahold through a contribution in kind specified in the following sentence. Jahold hereby agrees on Closing to contribute to the Ivanhoe Contributee all of the Jahold Spanish Interests free of all Encumbrances other than the Hypo Debt Documents (it being agreed that the value of the Jahold Spanish Interests is as set out on Schedule K hereto) and the Ivanhoe Contributee hereby agrees that it shall accept the

 

-11-

contribution and assume the Jahold Spanish Interests on such basis. The surplus value of the contribution in kind specified in the previous sentence in excess of the nominal value of the Jahold Contributee Shares shall be share premium, which shall be exclusively allocated to the class B share premium reserve of the Ivanhoe Contributee; and

(b) the Ivanhoe Contributee hereby agrees on Closing to issue to Golober 12 class C shares, each with a nominal value of €100 (the “Golober Contributee Shares”), which Golober Contributee Shares shall be paid up by Golober through a contribution in kind specified in the following sentence. Golober hereby agrees on Closing to contribute to the Ivanhoe Contributee all of the Golober Spanish Interests free of all Encumbrances (it being agreed that the value of the Golober Spanish Interests is as set out on Schedule K hereto) and the Ivanhoe Contributee hereby agrees that it shall accept the contribution and assume the Golober Spanish Interests on such basis. The surplus value of the contribution in kind specified in the previous sentence in excess of the nominal value of the Golober Contributee Shares shall be share premium, which shall be exclusively allocated to the class C share premium reserve of the Ivanhoe Contributee.

2.2. Contribution Value

(a) The aggregate contribution value (the “Contribution Value”) for the Spanish Interests shall be the fixed amount of Five Hundred and Eleven Million Dollars (US$511,000,000), less the aggregate of (i) the Unpaid Development Costs; and (ii) the amount (the “Hypo Debt Credit”) of the Hypo Debt that is outstanding as of the Closing Date, including all accrued interest, converted into US dollars in accordance with the provisions of Section 2.2(c). The Contribution Value is allocated among the Spanish Interests as set forth on Schedule K. The Unpaid Development Costs and the amount of the Hypo Debt Credit shall be converted from Euro into US dollars in accordance with the provisions of Section 2.2(c).

(b) At Closing, subject to the Escrow Agreement, the Contribution Value shall be satisfied in full by the issuance of the Jahold Contributee Shares and the Golober Contributee Shares.

(c) Whenever this Agreement requires a calculation of the exchange rate between the Euro and the US dollar, such exchange rate shall be 1.26885 US dollars for each Euro.

2.3. Assignment of Intellectual Property.

On the Closing Date, the Contributors, at their own expense, shall execute, or caused to be executed, an assignment of Intellectual Property, in a form acceptable to the parties (the “Assignment of Intellectual Property”) by which they or any other Mills Entity shall irrevocably transfer, sell, assign, or cause to be assigned, transferred and sold, to MX 2003 and/or any Qualified Designees designated by the Ivanhoe Contributee, all rights and entitlements to or in respect of the Intellectual Property. Such transactions constitute part of the Transactions and the consideration for them is included in the Contribution Value and the value of such consideration is not contingent on the use of the Intellectual Property; neither the Ivanhoe Contributee, MX 2003 nor any Qualified Designee shall be required to pay any

 

-12-

additional consideration either to the Contributors or any other Person who currently owns such name or other Intellectual Property. The Contributors shall also execute and deliver, and cause any other Mills Entity to execute and deliver, after Closing any additional documents required under Spanish law to give effect to this Section 2.3 and the assignments referred to herein; this obligation shall survive, and shall not merge on, Closing.

2.4. Transfer Costs.

(a) The Ivanhoe Contributee shall pay:

(i) all transfer taxes, sales tax, stamp duty, land taxes and any other similar taxes that will be due in connection with the transfer of the Spanish Interests whether arising from a reassessment or otherwise and all city, provincial, regional and national charges to record and file documents, and whether payable at Closing or following Closing other than any costs and registration fees payable in connection with the discharge of Encumbrances, if any, which are to be discharged by any of the Contributors pursuant to the terms or in furtherance of this Agreement (collectively, “Transfer Taxes”); and

(ii) all fees payable to, and all costs and expenses relating to the Notary and any other notary used by them in connection with this Agreement, the Transfer Instruments, and the Closing (the “Notary Costs”, and collectively with the Transfer Taxes, the “Transfer Costs”).

(b) The Contributors shall pay any fees or other amounts payable to the lenders or other finance parties under the Inter-Company Loans or the Hypo Debt as a result of or in connection with the transfer of the Spanish Interests hereunder (the “Loan Fees”), and shall fully indemnify and save harmless the Ivanhoe Contributee and the Subject Companies from all Loan Fees.

(c) The Ivanhoe Contributee hereby indemnifies and saves the Contributors and their shareholders, directors, officers, employees, advisors and agents harmless from all Claims incurred, suffered or sustained as a result of:

(i) the failure by the Ivanhoe Contributee to pay any Transfer Costs; and

(ii) the failure by the Ivanhoe Contributee to file any returns, certificates, filings, election notices or other documents required to be filed by the Ivanhoe Contributee or the Subject Companies after Closing with any central, federal, regional, provincial or other taxing authorities in connection with the contribution to the Ivanhoe Contributee of the Spanish Interests, unless such failure is attributable to the Registry Sheet not being open, or any other condition or circumstance existing at the Closing that prevents or delays the applicable filing.

(d) The provisions of this Section 2.4 shall survive, and shall not merge on, the Closing.

 

-13-

2.5. Escrow Provisions.

All Closing Documents, other than the notarial deed of issuance of the Jahold Contributee Shares and the Golober Contributee Shares, any notarial documents required in connection with the assumption of the Hypo Debt, and any notarial discharge of the Mills Madrid Encumbrances, shall be delivered into escrow at the place of Closing in accordance with the provisions of this Agreement and the Escrow Agreement.

2.6. Conduct of Business Until Closing and Filing of Financial Statements.

(a) The Contributors shall use their best efforts to deliver to the Ivanhoe Contributee audited financial statements for the Subject Companies in respect of 2005 and any prior years for which such statements are not currently available (the “Requisite Financial Statements”) as soon as possible and in any event prior to December 31, 2006. The Contributors shall also cause the Subject Companies to provide updated unaudited quarterly (and, if available, unaudited monthly) financial statements as soon as possible after the end of the relevant period after June 30, 2006 and prior to the Closing Date, and shall also provide such other financial statements, if any, in respect of the Subject Companies that are provided to the holder of the Hypo Debt or any other Third Party. The Contributors shall keep the Subject Companies and the Ivanhoe Contributee fully informed of the status of their efforts in respect of the matters described above in this Section 2.6(a). If the Requisite Financial Statements have not been delivered by December 31, 2006, the Ivanhoe Contributee shall have the right, upon giving a one-time prior written notice to the Contributors, to take all steps necessary to obtain the Requisite Financial Statements including, without limitation, dealing directly with the existing auditors of the Subject Companies (the “Existing Auditors”) and/or taking all necessary steps to replace the Existing Auditors with other auditors named by the Ivanhoe Contributee. The Contributors shall provide the Subject Companies, the Ivanhoe Contributee, the Existing Auditors and any new auditors with all cooperation, and information in the possession or control of any Mills Entity, required to finalize the Requisite Financial Statements, including (if applicable) using all commercially reasonable efforts to provide any new auditors with access to the Existing Auditors and their working papers. If any directors or officers of MX 2003 or PDN appointed by the Ivanhoe Contributee are required to sign any accounts or financial statements for MX 2003 or PDN, as the case may be, in respect of any period prior to the Closing and/or the Ivanhoe Contributee, or any Affiliate, is required to approve such accounts or financial statements, such actions shall not in any way constitute an acceptance by, or on behalf of, the Ivanhoe Contributee, or any of its Affiliates, of such accounts or financial statements, or any matters referred to therein, nor shall such actions in any way release the Contributors or TMLP from any of their obligations and liabilities pursuant to this Agreement, the Closing Documents or any other agreements, in respect of such period prior to Closing, including without limitation, pursuant to Section 9 hereof. The provisions of this Section 2.6(a) shall survive, and shall not merge on, Closing; but if the Transactions are not completed, these provisions shall not survive any resulting termination of this Agreement.

(b) Prior to the Closing, the Contributors shall cause the Subject Companies to use commercially reasonable efforts to operate the Property in a manner consistent with past practices and to conduct their businesses only in the ordinary course and in a manner consistent with past practices. Without limiting the generality of the foregoing and

 

-14-

notwithstanding any other provision of this Agreement (including the definition of Permitted Encumbrances and the foregoing sentence), the Contributors shall ensure that the Subject Companies shall not enter into any transaction or take any action that would result in a breach of any representation, warranty, covenant or other obligation of the Contributors or the Subject Companies contained herein and shall also ensure that the Subject Companies shall not create or incur: (i) any material obligation or liability in contravention of the preceding sentence of this Section, or (ii) any Encumbrance securing the payment of money or other monetary obligations which will not be discharged on or before the Closing. In addition, following the expiration or waiver of the Due Diligence Period, the Contributors and other Mills Entities shall not take or permit any material action with respect to the Property or the Subject Companies (which material action shall be deemed to include, without limitation, the creation or incurring any material liability or any Encumbrances) without the prior consent of the Ivanhoe Contributee, which may be withheld in its sole and absolute discretion, unless previously approved by or committed to by the Ivanhoe Contributee or any of its Affiliates. The provisions of this Section 2.6(b) shall survive, and shall not merge on, Closing.

(c) The Contributors shall use their best efforts to cause, on or before Closing: (i) all Mills Affiliate Loans that are outstanding as of the date hereof to be fully repaid, or fully transferred to one or more Mills Entities other than the Subject Companies, in each case for an amount equal to the aggregate indebtedness under the relevant Mills Affiliate Loan (including all accrued interest, whether or not then due and payable); (ii) to have the Subject Companies fully transfer any ownership interest they have in any other Mills Entities (“Affiliate Equity Interests”) to one or more Mills Entities other than the Subject Companies, in each case for an amount equal to the accounting value of such Affiliate Equity Interest registered in the applicable Subject Company, and (iii) the Subject Companies to have fully repaid all of the Inter-Company Loans (including all accrued interest, whether or not then due and payable) other than the Golober Inter-Company Loans and the Jahold Inter-Company Loans and such Inter-Company Loans to be fully discharged and released. If all such transfers, repayments and discharges/releases cannot be completed prior to Closing, then:

A. not later than the Business Day prior to Closing, the Contributors shall deliver to the Ivanhoe Contributee a list of all (i) Mills Affiliate Loans known to them that will be owned by either of the Subject Companies after Closing, if any, (ii) all Affiliate Equity Interests known to them that will be owned by either of the Subject Companies after Closing, if any, and (iii) all Inter-Company Loans, other than the Golober Inter-Company Loans and the Jahold Inter-Company Loans, known to them that will be owed by either of the Subject Companies after the Closing, if any; and

B. the Contributors shall, notwithstanding the Closing, forthwith thereafter, at their own expense, cause to be completed and delivered all of the actions and documents referred to in clauses (c) (i), (ii) and (iii) above and the Contributors shall be entitled to the proceeds from any repayment or transfer of the Mills Affiliate Loans or Affiliate Equity Interests, subject to payment of all costs and Taxes relating thereto, and the Ivanhoe Contributee shall cause the Subject Companies to cooperate with the Contributors, at the expense of the Contributors, in effecting any transfer of any such property or any discharge and release of such Inter-Company Loans, other than the Golober Inter-Company Loans and the Jahold Inter-Company Loans, provided that such actions are effected in accordance with

 

-15-

all Applicable Laws and do not result in the Ivanhoe Contributee or the Subject Companies incurring any costs, losses, obligations, liabilities or other Claims.

Notwithstanding any other provision of this Agreement, but without derogating from Section 9 hereof, the Contributors and TMLP shall be responsible for, and shall fully indemnify the Subject Companies and the Ivanhoe Contributee from, all Taxes payable by the Subject Companies in respect of any such Mills Affiliate Loans, Affiliate Equity Interests and Inter-Company Loans (other than the Jahold Inter-Company Loans and the Golober Inter-Company Loans), or any repayment, releases, discharges or transfers thereof, whether before or after Closing, as well as all Claims relating thereto. The provisions of this Section 2.6(c) shall survive, and shall not merge on, Closing.

2.7. Representations and Warranties of the Contributors.

(a) Jahold hereby represents and warrants to the Ivanhoe Contributee that, as of the date of this Agreement and as of Closing, except as specifically set forth on Schedule M:

(i) Jahold is a company duly organized and validly existing under the laws of The Netherlands and has all requisite power and authority to carry on its businesses as now conducted;

(ii) Jahold is the legal and beneficial owner (propietario en pleno dominio) of the MX 2003 Interests and is registered as the sole shareholder of MX 2003 in the registered book (libro registro de socios) of MX 2003;

(iii) the MX 2003 Shares are ordinary shares, have been validly issued, carry equal rights, are fully paid-up and are free of any Encumbrances or third party rights of any nature whatsoever (other than liens existing as of the date of this Agreement securing the Hypo Debt and the Mills Madrid Encumbrances, which liens, in the case of the Madrid Encumbrances, shall be released and discharged at Closing). MX 2003 has not issued, nor has it undertaken to issue, any shares other than the MX 2003 Interests, nor has it issued any bonds or similar securities that grant to any Person the right to participate in the share capital of MX 2003;

(iv) MX 2003 is a limited liability company (sociedad de responsabilidad limitada) duly incorporated and validly existing under the laws of Spain and has all requisite power and authority to carry on its business as now conducted. Since a Mills Entity first acquired a beneficial interest in the MX 2003, MX 2003 has not engaged in any business or operations other than developing and operating the Property, except that MX 2003 has made loans to Mills Entities (all of which shall be repaid or transferred to one or more Mills Entities other than the Subject Companies as provided for in Section 2.6(c));

(v) the shareholders register book (libro registro de socios) of the MX 2003 and the minutes book (libro de actas) of MX 2003 are duly legalized and up-to-date in all material respects and record all the special powers of attorney granted by MX 2003;

 

-16-

(vi) the Contributors have furnished to the Ivanhoe Contributee unaudited financial statements of MX 2003 as of December 31, 2005 and the Interim Financial Statements of MX 2003 (the “MX 2003 Financial Statements”); such financial statements fairly present the financial position and results of operations of MX 2003 in accordance with generally accepted Spanish accounting principles consistently applied and the Interim Financial Statements of MX 2003 are presented in a manner consistent with the aforementioned unaudited financial statements of MX 2003 as of December 31, 2005, subject only to the qualification that the Interim Financial Statements are not a full presentation of the financial position because they do not include footnotes;

(vii) the execution, delivery and performance by Jahold of this Agreement and the Closing Documents to which it is a party are within its powers, have been duly authorized by Jahold. This Agreement has been duly authorized, executed and delivered and constitutes (and on Closing will constitute) the legal, valid and binding obligations of Jahold enforceable against Jahold in accordance with its terms. All of the Closing Documents to which Jahold is a party have been (or will be at the Closing) duly authorized, executed and delivered and as of the Closing will constitute the legal, valid and binding obligations of Jahold, enforceable against Jahold in accordance with their respective terms;

(viii) subject to, in the case of (z) below, receipt of consent from Hypo Bank under the Hypo Loan Documents, the execution and delivery of this Agreement and the performance by Jahold of its obligations hereunder do not and will not conflict with or violate (x) any Applicable Laws, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Jahold or MX 2003, (y) any decision or ruling of any arbitrator to which Jahold is a party or by which Jahold, MX 2003 or any of their assets are bound or (z) any Lease or any material contract, instrument or other agreement to which Jahold or MX 2003 is a party or by which Jahold or MX 2003 is bound; and the Madrid Xanadu Name Assignment Agreement has not been terminated, amended or assigned by MX 2003, and the Contributors have no knowledge of anything that would prevent MX 2003 being entitled to the benefits of, inter alia, Sections 1(c), 2 and 10 thereof;

(ix) there are no claims, lawsuits, litigation or administrative proceedings that have been served on Jahold or any other Mills Entity, or (to Jahold’s actual knowledge) threatened in writing, relating to or affecting MX 2003, the Property or any other of MX 2003’s assets, other than those reflected in the MX 2003 Financial Statements or disclosed on Schedule M hereto;

(x) each of Jahold and MX 2003 is solvent, able to pay its debts as such debts become due, and has capital sufficient to carry on its business for the period up to and including Closing and to complete the Transactions. Neither Jahold nor MX 2003 has filed or made in respect of itself any (A) petition in bankruptcy; (B) insolvency proceedings; (C) petition for reorganization or for appointment of a receiver or trustee; (D) assignment for the benefit of the creditors; (E) proceedings seeking protection from creditors or other relief in respect of obligations to other Persons; or (F) similar proceedings; and to its actual knowledge no such filings or petitions have been made or filed against it by any other Person; and

 

-17-

(xi) MX 2003 is the legal and beneficial owner (propietario en pleno dominio) of the MX 2003 Property.

(b) Golober hereby represents and warrants to the Ivanhoe Contributee that, as of the date of this Agreement and as of Closing, except as specifically set forth on Schedule M:

(i) Golober is a company duly organized and validly existing under the laws of The Netherlands and has all requisite power and authority to carry on its businesses as now conducted;

(ii) Golober is the legal and beneficial owner (propietario en pleno dominio) of the PDN Interests and is registered as the sole shareholder of PDN in the registered book (libro registro de socios) of PDN;

(iii) the PDN Shares are ordinary shares, have been validly issued, carry equal rights, are fully paid-up and are free of any Encumbrances or third party rights of any nature whatsoever (other than liens existing as of the date of this Agreement securing the Hypo Debt). PDN has not issued, nor has it undertaken to issue, any shares other than the PDN Interests, nor has it issued any bonds or similar securities that grant to any Person the right to participate in the share capital of PDN;

(iv) PDN is a limited liability company (sociedad de responsabilidad limitada) duly incorporated and validly existing under the laws of Spain and has all requisite power and authority to carry on its business as now conducted. Since a Mills Entity first acquired a beneficial interest in PDN, PDN has not engaged in any business or operations other than the operation of the Property, except that PDN has made loans to Mills Entities (all of which shall be repaid or transferred to one or more Mills Entities other than the Subject Companies as provided for in Section 2.6(c));

(v) the shareholders register book (libro registro de socios) of PDN and the minutes book (libro de actas) of PDN are duly legalized and up-to-date in all material respects and record all the powers of attorney granted by PDN;

(vi) prior to the date hereof, the Contributors have furnished to the Ivanhoe Contributee unaudited financial statements of PDN as of December 31, 2005 and the Interim Financial Statements of PDN (the “PDN Financial Statements”); such financial statements fairly present the financial position and results of operations of PDN in accordance with generally accepted Spanish accounting principles consistently applied and the Interim Financial Statements of PDN are presented in a manner consistent with the aforementioned unaudited financial statements of PDN as of December 31, 2005, subject only to the qualification that the Interim Financial Statements are not a full presentation of the financial position because they do not include footnotes;

(vii) the execution, delivery and performance by Golober of this Agreement and the Closing Documents to which it is a party are within its powers, have been duly authorized by Golober. This Agreement has been duly authorized, executed and delivered and constitutes (and on Closing will constitute) the legal, valid and binding obligations

 

-18-

of Golober enforceable against Golober in accordance with its terms. All of the Closing Documents to which Golober is a party have been (or will be at the Closing) duly authorized, executed and delivered and as of the Closing will constitute the legal, valid and binding obligations of Golober, enforceable against Golober in accordance with their respective terms;

(viii) subject to, in the case of (z) below, receipt of consent from Hypo Bank under the Hypo Loan Documents, the execution and delivery of this Agreement and the performance by Golober of its obligations hereunder do not and will not conflict with or violate (x) any Applicable Laws, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Golober, or PDN, (y) any decision or ruling of any arbitrator to which Golober is a party or by which Golober, PDN or any of their assets are bound or (z) any Lease or any material contract, instrument or other agreement to which Golober or PDN is a party or by which Golober or PDN is bound;

(ix) there are no claims, lawsuits, litigation or administrative proceedings that have been served on Golober or any other Mills Entity, or (to Golober’s actual knowledge) threatened in writing, affecting PDN, the Property or any other of PDN’s assets other than those reflected in the PDN Financial Statements or disclosed on Schedule M hereto;

(x) each of Golober and PDN is solvent, able to pay its debts as such debts become due, and has capital sufficient to carry on its businesses for the period up to and including Closing and to complete the Transactions. Neither Golober nor PDN has filed or made in respect of itself any (A) petition in bankruptcy; (B) insolvency proceedings; (C) petition for reorganization or for appointment of a receiver or trustee; (D) assignment for the benefit of the creditors; (E) proceedings seeking protection from creditors or other relief in respect of obligations to other Persons; or (F) similar proceedings; and to its actual knowledge no such filings or petitions have been made or filed against it by any other Person; and

(xi) PDN is the lessee of the PDN Property pursuant to the PDN Ground Lease.

(c) Jahold and Golober jointly and severally hereby represent and warrant to the Ivanhoe Contributee that, as of the date of this Agreement and as of Closing, except as specifically set forth in Schedule M:

(i) the Data Room CD-ROM contains a true and complete list of all Leases and Contracts (including the Mills Services Contracts) and the PDN Ground Lease; and to their knowledge, Jahold and Golober have made available to the Ivanhoe Contributee or its Affiliates all material information about the Subject Companies and the Property (including, without limitation, its development, start-up and operation as the shopping mall known as Xanadu in Madrid) in the possession or control of the Subject Companies, Jahold, Golober or Mills Global Spain except correspondence between Mills Entities and their legal counsel in respect of the PGC Litigation;

(ii) that the information contained in the Recitals of this Agreement regarding the shares of the Subject Companies are true and correct;

 

-19-

(iii) that (i) there are no corporate resolutions of the Subject Companies that involve any amendment to the By-laws or that are pending recording at the Commercial Registry and, (ii) the Subject Companies have not taken a resolution regarding dissolution, merger, spin-off (de-merger), share swap or contributions of assets, or the acquisition of its own shares;

(iv) to their knowledge, the representations and warranties set out in Section 2.11(b) are true and correct; each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by Applicable Laws; and each of the Subject Companies (i) is current with payment of all its labour, work safety and social security obligations; (ii) has presented in due time and legal form all declarations concerning labour and work safety matters and social security required to be presented by any Governmental Authority with applicable jurisdiction; (iii) has established sufficient provision in the MX 2003 Financial Statements and the PDN Financial Statements for all those obligations and/or payments to social security that having come due, have not been paid yet; and (iv) is not currently a party to any litigation, administrative or judicial procedures or inspection, in relation to labour, work safety or social security matters, nor is it, to its actual knowledge, the subject of any such procedures or inspection that are threatened in writing;

(v) the Subject Companies (i) have paid all amounts of Taxes due by them except for Taxes which are not yet delinquent or which are being disputed in good faith and with appropriate reserves (which reserves are reflected in the MX 2003 Financial Statements or the PDN Financial Statements, as the case may be); (ii) have filed or caused to be filed in due time and legal form all required tax declarations required by any applicable Governmental Authority; (iii) are not currently a party to any litigation, administrative, judicial or other types of procedures, or tax inspection, in relation to Taxes; and (iv) have made all deductions and/or withholdings regarding, or upon the account of any of the Taxes, that according to Applicable Laws it is obliged or authorized to make, having deposited in time and form all the same with the competent Governmental Authorities;

(vi) (i) the Subject Companies do not have any employees; (ii) the Employee Information has been made available to the Ivanhoe Contributee and is accurate and complete in all material respects; (iii) neither Contributors nor Mills Global Spain has received any written notice of any pending or threatened labour claim against the Subject Companies or Mills Global Spain; (iv) neither the Subject Companies nor Mills Global Spain has any retirement plans nor has there been an undertaking to establish them in the future, and there is no obligation to constitute any provision for cases of early retirement, except for those obligations to endow such provision as set forth in the law and in the applicable collective ba