Common use of CONDUCT OF BUSINESS BEFORE COMPLETION Clause in Contracts

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws, during the period from the date of this agreement until Completion, except: (a) as otherwise contemplated by or necessary to effect the matters contemplated by the Transaction Agreements; (b) for matters identified in the Disclosure Letter; (c) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably withheld or delayed); the Parent shall use its best endeavours to cause the Company and the AIA Group Members (i) to conduct their business in the ordinary course, and (ii) not to take any of the actions listed in Schedule 2 (Conduct of Business Prior to Completion). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall be obliged to do anything that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations under this clause 8.2. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 4.1 Subject to any applicable LawsClause 4.2, the Seller shall procure that during the period from the date of this agreement until Signing Date to Completion, except: (a) the Group Companies shall continue to carry on business in the normal course in compliance with all Laws applicable to them and in substantially the same manner as otherwise contemplated by or necessary to effect their businesses have been carried on before the matters contemplated by the Transaction AgreementsSigning Date; (b) for matters identified the Group Companies shall pay all premiums due on and use reasonable endeavours to maintain in effect each insurance policy of the Disclosure LetterGroup Companies in effect as of the Signing Date; (c) as may otherwise be required by applicable Contract obligations or by applicable Lawno Group Company shall undertake any Restricted Action; orand (d) the Company uses reasonable endeavours, if requested by Purchaser, to pursue certain tax rulings or decisions (beschikkingen), provided that pursuing such tax rulings or decisions does not have a negative impact on the business of the Group Companies prior to Completion or the ability to proceed with Completion in accordance with the terms of this Agreement. 4.2 Clause 4.1 shall not operate so as to restrict or prevent: (a) any matter undertaken at the written request of the Purchaser otherwise consents or with its specific prior written approval (such approval not to be unreasonably withheld); (b) any commercially reasonable action undertaken by any Group Company in writing an emergency or disaster situation with the intention of minimising any adverse effect thereof, but only for so long as such emergency or disaster situation continues and solely to the extent necessary to mitigate its effects, and provided that Seller shall, to the extent practicable, consult with the Purchaser in advance of any such action and in any event provide prompt written notice to the Purchaser of any action so undertaken; (c) the completion or performance of any obligation required to be undertaken pursuant to any written Contract entered into by any Group Company prior to the Signing Date in accordance with the terms of such Contract on the Signing Date and provided that such Contract has been made available in the Data Room to the Purchaser at least five Business Days prior to the Signing Date; (d) any act or conduct which consent any Group Company is required to take, or omit to take, as a result of, or in order to comply with, any law or regulation; (e) the entering into in the ordinary course of business of any contract or commitment (other than any contract of a nature described in Clause 10.1(f), 10.1(g) (provided that the dollar amount in 10.1(g) shall not be unreasonably withheld deemed to be $5,000,000) or delayed); 10.1(h) of Part B of Schedule 5) on terms consistent with the Parent shall use its best endeavours to cause the Company Company’s current business plan and strategy (and the AIA Group Members performance of such contracts or commitments); (f) to the extent specifically described in Section 4.2(f) of the Disclosure Letter, any (i) scheduled increases in salaries or wages with respect to conduct their business any employee of any member of the Group with a total base pay of no more than $125,000, in the ordinary coursean absolute amount not to exceed $100,000, and an individual amount not to exceed 3% of such employee’s previous salary or wages prior to the increase or (ii) not any scheduled increases in salaries or wages with respect to take any employee of any member of the actions listed in Schedule 2 Group as required pursuant to collective bargaining agreements; (Conduct of Business Prior to Completion). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall be obliged to do anything that would unreasonably interfere with g) any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause matters necessary to be made, any payment to any employee, agent or consultant of the AIA Group or any other third party undertaken in order to comply with its obligations the requirements of any Governmental Authority; or (h) any action required by this Agreement or another Transaction Document. The Purchaser will use reasonable endeavours to respond within five Business Days of receipt of a written request from the Seller for Purchaser approval under this clause 8.2Clause 4.2(a) and if no response is received it shall be deemed to be granted. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject 7.1 The Shareholders shall take all reasonable actions within their power to any applicable Lawsprocure, and the Company shall procure, that the Business is conducted in the ordinary course during the period from the date of this agreement until Agreement to Completion. Without limitation to the generality of the foregoing, except: (a) as otherwise contemplated by or necessary the Shareholders shall take all commercially reasonable actions within their power to effect procure, and the matters contemplated by the Transaction Agreements; (b) for matters identified in the Disclosure Letter; (c) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably withheld or delayed); the Parent Company shall use its best endeavours efforts to cause the Company and the AIA Group Members (i) to conduct their business in the ordinary courseprocure, and (ii) not to take any of the actions listed in Schedule 2 (Conduct of Business Prior to Completion). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement Agreement and Completion in order to assist neither the Company nor any Company Subsidiary will undertake any of the Restricted Actions without the prior written consent of the Purchaser. 7.2 Sub-Section 7.1 shall not operate so as to restrict or prevent: (i) any matter reasonably undertaken by the Company or Company Subsidiary in an emergency or disaster situation with the intention of minimizing any material adverse effect thereof (and of which the Purchaser will be notified in advance, Prudential and their Affiliates where such advance notice is commercially practicable, failing which the Purchaser shall be notified promptly thereafter) only for so long as such emergency or disaster situation continues and/or solely to communicate the extent the Company reasonably considers necessary to mitigate the effects of such emergency or disaster situation; or (ii) the completion or performance of any obligations undertaken in the ordinary course of business pursuant to or matters contemplated by any agreement or arrangement entered into by the Company or Company Subsidiary prior to the date of this Agreement which does not in the aggregate exceed $10,000; or (iii) any matter contemplated in this Agreement; or (iv) any matter undertaken with employees, agents and consultants the prior written approval of the AIA Group Purchaser. 7.3 From the date of this Agreement until Completion, the Shareholders shall use commercially reasonable efforts to procure and take actions the Company shall use its best efforts to inform procure that each of the Company and retain such persons as employeesCompany Subsidiaries shall give the Purchaser and its authorized representatives reasonable access to books, agents records, accounts, documents, personnel and consultants, provided that neither offices of the Seller Company and Company Subsidiaries. 7.4 Neither the Shareholders nor the Parent Company shall be obliged to do anything grant access pursuant to Section 7.3 to the extent that would unreasonably interfere such access materially interferes with any the ability of the businesses Company or operations Company Subsidiaries to conduct the Business. 7.5 From the date of this Agreement until Completion, the Parent Company shall use its best efforts to provide the Purchaser and its authorized representatives with notice of any enquiry or investigation of, or any of its Affiliates (including material communication, material correspondenceor material request received from, a Governmental Entity in relation to the Business, the Company and the or any Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to makeSubsidiary within twenty-four (24) hours of becoming aware, or to cause to at such time it should reasonably be made, any payment to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations under this clause 8.2aware thereof. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject 9.1 From the date of this Agreement until Completion, each Seller shall use all reasonable endeavours to: (a) procure that each Group Company will carry on its business in the ordinary and usual course; (b) procure that each Group Company shall comply with the requirements of Schedule 4; (c) not, and shall procure that each Group Company shall not, do, allow or procure, any act or omission which would render any of the Warranties untrue, inaccurate or misleading if repeated at Completion by reference to the circumstances then subsisting; (d) in addition to complying with the requirements of Schedule 4 (and notwithstanding any applicable Lawsconflict with those provisions), during procure that: (i) all income received by the period Group is used to discharge liabilities of the Group; (ii) no Group Company purchases any asset or takes any action which would increase its liabilities from the date of this agreement Agreement in each case in excess of the aggregate amount of $5,000 in any calendar month without the prior written approval of the Buyer, provided always that this Clause 9.1(d)(ii) shall not apply in relation to the purchase of any asset or increase of any liabilities undertaken or incurred in accordance with the terms of the Tribute Agreement and/or Mining Contract; and (iii) the Group does not incur expenditure in excess of the cash received by the Group from the Odzi Consideration and pursuant to the Tribute Agreement and Mining Contract without the prior written approval of the Buyer; (e) procure that the relevant Group Company shall, subject to the terms of the Tribute Agreement and the Mining Contract, maintain and protect the Group’s claims and licences in respect of the Mine; and (f) procure that the relevant Group Company complies in all material respects with their respective obligations under each Permit and all Applicable Laws. 9.2 Each Seller undertakes to notify the Buyer in writing as soon as reasonably practicable after becoming aware of anything which constitutes or is reasonably likely to constitute a breach of the Sellers’ obligations under Clause 9.1 and to provide the Buyer all material details available to it in relation to such matter. 9.3 Each Seller shall use all reasonable endeavours to procure that, subject to the Buyer complying with its obligations under Clause 9.4, from the date of this Agreement until Completion, except: (a) as otherwise contemplated by the Buyer and its advisers and representatives shall be given reasonable access, upon reasonable notice, to the premises and assets of the Company and to all books, records, accounts and documents controlled or necessary to effect the matters contemplated used by the Transaction AgreementsCompany (including computer programmes) and shall be permitted to take copies of each of the foregoing; (b) the directors and employees of the Company shall be instructed to give, as soon as reasonably practicable, all such information and explanations to the Buyer as the Buyer reasonably requests; and (c) the Buyer and its technical advisers shall be entitled to have reasonable access to the Mine to perform such drilling, testing and sampling they find reasonably necessary in order to confirm the contents of the Feasibility Study. The parties agree that all samples and other data generated in connection with the Feasibility Study and any technical report connected therewith shall belong to the Group. 9.4 Any activities undertaken by the Buyer in accordance with Clause 9.3 shall be undertaken at the Buyer’s own risk, at its own cost and for matters identified its own benefit and the Buyer shall: (a) notwithstanding any other provision of this Agreement, not have any authority to, and must not purport to, bind the Sellers or the Company to any obligations; (b) conduct all its activities in accordance with the Disclosure Letterterms of the Permits (including, without limitation, those relating to mining practices, safety requirements and the environment) and in a good, safe and workmanlike manner and using good mining practices; (c) as may otherwise be required carry out all rehabilitation of any land disturbed by applicable Contract obligations or by applicable Law; orit; (d) lodge, or meet the full cost of, any performance bonds that are required to be lodged as a result of its activities or proposed activities; and (e) comply and procure compliance by its agents, advisors and employees with all Applicable Laws, including environmental laws. 9.5 The Buyer indemnifies and shall keep indemnified the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably withheld or delayed); the Parent shall use its best endeavours to cause Sellers and the Company at all times against all claims and losses which have accrued or which may accrue directly from the Buyer’s activities (and the AIA Group Members (i) to conduct their business in the ordinary course, and (ii) not to take any activities of the actions listed in Schedule 2 (Conduct Buyer’s agents, employees, officers and contractors) at the Mine and the exercise of Business Prior to Completion)its rights under Clause 9.3. Notwithstanding any other provision of this Agreement, this Clause 9.5 survives termination of this Agreement. 8.2 9.6 The Seller and the Parent Sellers shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between from the date of this agreement and Agreement until Completion in order such person as the Buyer may from time to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent time nominate shall be obliged to do anything that would unreasonably interfere with any given the same notices and information as if he were a director and shareholder of the businesses or operations of the Parent or any of its Affiliates (including the Company and that such person shall be invited and entitled to attend as an observer (but not as a director, shadow director, officer or shareholder) at all board, management and shareholder meetings. 9.7 The Sellers shall indemnify and shall keep indemnified the Company Subsidiaries); Buyer and provided, further, that, anything the Buyer’s Group at all times following Completion against all claims and losses which accrue directly from any breach of Clause 9.1(d) (to the contrary extent such losses are not compensated for in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations under this clause 8.2Completion Accounts). 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws4.1 The Seller shall procure that, during the period from between the date of this agreement until Agreement and Completion, except: (a) as otherwise contemplated by or necessary each RTM Group Company shall, and shall use all reasonable endeavours to effect procure that, between the matters contemplated by the Transaction Agreements; (b) for matters identified date of this Agreement and Completion, each AC Group Company shall, carry on its business in the Disclosure Letter;ordinary and usual course in the same manner as carried on during the six months preceding the date of this Agreement. 4.2 Without prejudice to the generality of sub-clause 4.1, the Seller shall procure that no RTM Group Company will, and shall use all reasonable endeavours to procure that no AC Group Company will, between the date of this Agreement and Completion, undertake any of the acts or matters listed in Schedule 4 (cConduct of Business before Completion) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as without the consent in writing of the Purchaser otherwise consents in writing in advance (which consent shall not to be unreasonably withheld or delayed); , save to the Parent extent contemplated under the Share Purchase Documents. 4.3 Subject to applicable law, as from the date of this Agreement, the Seller shall use its best endeavours to cause the Company and the AIA Group Members procure (i) to conduct their business in the ordinary course, and (ii) not to take any respect of the actions listed in Schedule 2 (Conduct of Business Prior to CompletionRTM Group Companies). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially all reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion (in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants respect of the AIA AC Group Companies) the provision of reasonable access in favour of the Purchaser and take actions any persons authorised by it to inform the premises and retain all the books and records and title deeds of such Group Companies and the directors appointed by the Seller and/or Kofu and employees of the RTM Group Companies and each RTM Group Company will be instructed to give promptly all information and explanations to the Purchaser or any such persons as employees, agents and consultantsthey may request, provided that neither the Seller nor the Parent Purchaser and such persons authorised by it shall be obliged to do anything that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates bound by clause 16 (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary Confidentiality) in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment relation to any employee, agent information received or consultant of the AIA Group or any other third party in order obtained pursuant to comply with its obligations under this sub-clause 8.24.3. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject 6.1 The Shareholders shall take all reasonable actions within their power to any applicable Lawsprocure, and the Company shall procure, that the Business is conducted in the ordinary course during the period from the date of this agreement until Agreement to Completion. Without limitation to the generality of the foregoing, except: (a) as otherwise contemplated by or necessary the Shareholders shall take all reasonable actions within their power to effect procure, and the matters contemplated by Company shall procure, that between the Transaction Agreements; (b) for matters identified in date of this Agreement and Completion no member of the Disclosure Letter; (c) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as Group shall undertake any of the Restricted Actions without the prior written consent of the Purchaser otherwise consents in writing in advance (which such consent shall not to be unreasonably withheld or delayed); . 6.2 Sub­Clause 6.1 shall not operate so as to restrict or prevent: (a) any matter reasonably undertaken by any member of the Parent Group in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser will be notified in advance, where such advance notice is reasonably practicable, failing which the Purchaser shall use its best endeavours be notified promptly thereafter) only for so long as such emergency or disaster situation continues and/or solely to cause the extent that the Company and reasonably considers necessary to mitigate the AIA Group Members effects of such emergency or disaster situation; (ib) the completion or performance of any obligations undertaken pursuant to conduct their business in the ordinary course, and (ii) not to take or matters contemplated by any agreement or arrangement entered into by any member of the actions listed in Schedule 2 (Conduct of Business Prior Group prior to Completion). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion Agreement; (c) any single increase in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants basic salary of employees (excluding Senior Employees) of any member of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither such increase does not exceed 2% of the Seller basic salary payable to such employees and is made in the ordinary course; (d) any matter contemplated in this Agreement; or (e) any matter undertaken with the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed). 6.3 From the date of this Agreement until Completion, the Shareholders and the Company shall and shall procure that each of the Group Companies shall give the Purchaser and its authorised representatives reasonable access to books, records, accounts, documents, personnel and offices of the Business. 6.4 Neither the Shareholders nor the Parent Company shall be obliged to do anything grant access pursuant to sub­clause 6.3 to the extent that would unreasonably interfere such access materially interferes with any the ability of the businesses Group to conduct the Business or operations its functions and operations. 6.5 From the date of this Agreement until Completion, the Company shall take all reasonable actions within its power to procure that each of the Parent Group Companies shall provide notice to the Purchaser and its authorised representatives of any enquiry or investigation of, or any material communication, material correspondence or material request received from, a Governmental Entity in relation to the Business of its Affiliates (including which it is aware. 6.6 To the Company extent not already done on or prior to the date of this Agreement, the Sellers shall and the Company Subsidiariesshall use all reasonable endeavours to ensure that as of, or as soon as possible after, the date of this Agreement (and in any event prior to Completion); and provided, further, that, anything the Company’s Articles of Association contain “drag along” provisions similar to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause provisions contained at Schedule 13. 6.7 The Sellers hereby agree to be maderesponsible for any breach by the Company of any Company Covenant (for the avoidance of doubt, no claim bought by the Purchaser against any payment Seller pursuant to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations under this clause 8.2Clause 6.7 shall be considered a Seller Claim). 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws, during the period from 4.1 Between the date of this agreement until Completion, exceptand the earlier of the Completion Date or this agreement being terminated in accordance with its terms: (a) as otherwise contemplated by or necessary the Seller (i) shall (solely with respect to effect the matters contemplated by Reinsured Business), and shall procure that the Transaction Agreements; (b) for matters identified Company and, solely with respect to the Reinsured Business, the Ceding Companies and Life shall, operate and carry on the Reinsured Business in the Disclosure Letter; ordinary course of business, and (cii) as may otherwise be required by applicable Contract obligations shall not (solely with respect to the Reinsured Business), and shall procure that the Company and, solely with respect to the Reinsured Business, the Ceding Companies and Life shall not, undertake any of the acts or by applicable Lawmatters listed in Schedule 3; or in either case, except (dA) as with the prior written consent of the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably conditioned, withheld or delayed); , (B) if and to the Parent extent the Seller determines, acting reasonably, that such action is required by applicable Law (and in respect of which the Purchaser shall use its best endeavours be, to cause the Company extent permitted by applicable Law, notified and the AIA Group Members (i) to conduct their business reasonably consulted as far in advance as is practicable in the ordinary coursecircumstances), and (iiC) not to take if permitted or required by this agreement or any of the actions listed Transaction Documents, or (D) as set out in the Disclosure Letter; and (b) the Seller shall notify the Purchaser of any matter, circumstance, act or omission which is or may reasonably be expected to be a breach of this clause 4 or as soon as reasonably practicable after the Seller becomes aware of any such matter, circumstance, act or omission; provided, that the failure of the Seller to provide any notice contemplated by this clause 4.1 shall not (x) constitute a failure to satisfy any condition set out in Schedule 2 1, (Conduct y) otherwise relieve any person from its obligation to consummate the transactions contemplated by the Transaction Documents or (z) in and of Business Prior itself provide the basis for the Purchaser or any other party to Completion)seek damages, or increase the level of damages recoverable, in respect of any breach of covenant or warranty. 8.2 The 4.2 Clause 4.1 shall not operate so as to restrict or prevent: (a) any matter reasonably undertaken by the Seller (solely with respect to the Reinsured Business), the Company or any Ceding Company (solely with respect to the Reinsured Business) in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Parent Purchaser will be promptly notified); (b) the completion or performance of any obligations required to be undertaken pursuant to any agreement entered into by the Seller (solely with respect to the Reinsured Business), the Company or any Ceding Company (solely with respect to the Reinsured Business) prior to the date of this agreement (and, in respect of any such obligations which would prevent or have prevented compliance with clause 4.1, the Purchaser will be promptly notified where reasonably practicable); (c) any action necessary (in the reasonable belief of the Seller or the relevant Retained Group Member) in order to comply with any requirement of applicable Law (and in respect of any such matter the Purchaser shall use commercially reasonable endeavours tobe consulted as far in advance as is practicable in the circumstances); (d) any matter expressly provided for contemplated in this agreement or the other Transaction Documents or reasonably necessary to give effect to any of them (and in respect of any such matter the Purchaser shall be consulted as far in advance as is practicable in the circumstances); or (e) any matter undertaken at the express written request of the Purchaser. 4.3 Subject to applicable legal and regulatory requirements, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion in order to assist and upon reasonable notice being given by the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall, and shall be obliged to do anything procure that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Ceding Companies (solely with respect to the Reinsured Business) shall, consult with the Purchaser on a reasonably regular basis (and the Seller shall procure that the Company Subsidiaries)and the Ceding Companies (solely with respect to the Reinsured Business) shall, (subject to any obligations they may have under existing agreements) allow the Purchaser and its representatives reasonable access during Working Hours to the senior executives of the Company and the Ceding Companies in respect of the Reinsured Business and the books and records of the Ceding Companies relating to the Reinsured Business and such other information reasonably requested by the Purchaser as shall allow them to make a reasonably detailed assessment of the conduct and operation of the Reinsured Business; provided that the Seller and its Affiliates may withhold any document (or portions thereof) or information (A) that is subject to the terms of a non-disclosure agreement with a third party in effect on the date of this agreement or (B) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege; provided, further, thatthat with respect to clauses (A) or (B) above, the Seller and its Affiliates will discuss with Purchaser a reasonable solution to transfer the information referred to in this clause 4.3 to Purchaser without violating any such privilege or confidentiality restriction. The Purchaser shall be responsible for, and shall reimburse, all reasonable, out-of-pocket costs incurred by the Seller and its Affiliates in complying with this clause 4.3. Notwithstanding anything to the contrary in this agreement notwithstandingclause 4.3, nothing herein shall obligate or be construed the Purchaser will have no right to obligate obtain Tax information with respect to the Parent Ceding Companies or the Seller to makeCompany except as expressly set out in Schedule 7. 4.4 Between the date of this agreement and the earlier of the Completion Date or this agreement being terminated in accordance with its terms, the Purchaser shall not amend, modify, supplement, terminate or waive any provision of the Escrow Agreement, enter into any side agreement relating thereto, or take any other action that would result in (i) any Investor that is a party to cause the Escrow Agreement having any right: (x) to be madethe return of funds delivered from the escrow fund governed by the Escrow Agreement, the Purchaser or any payment to any employee, agent or consultant Affiliate of the AIA Group Purchaser or any other third party in order (y) not to comply with fully discharge its obligations under this clause 8.2thereunder or (ii) any person having the right to, directly or indirectly, delay or prohibit the distribution of funds from the escrow fund governed by the Escrow Agreement. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws, during the period from 5.1 Between the date of this agreement until Completionand Completion or this agreement being terminated in accordance with clause 3.4 or clause 3.5, exceptthe Seller shall: (aA) as otherwise contemplated by procure that no Group Member shall undertake any act or necessary to effect course of conduct which is outside the matters contemplated by ordinary course of business of such Group Member in any material respect except (i) with the Transaction Agreements; (b) for matters identified in the Disclosure Letter; (c) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as prior written consent of the Purchaser otherwise consents in writing in advance (which such consent shall not to be unreasonably withheld or delayed); , (ii) if and to the Parent extent required by law or regulation (and in respect of which the Purchaser shall use its best endeavours be notified and reasonably consulted as far in advance as is practicable in the circumstances), or (iii) if and to cause the extent expressly permitted by this agreement or any of the Transaction Documents; (B) procure that no Group Member or any Insurance Company or any Company (as applicable) shall undertake any of the acts or matters listed in Schedule 3 except (i) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), (ii) if and to the extent required by law or regulation (and in respect of which the Purchaser shall be notified and reasonably consulted as far in advance as is practicable in the circumstances), or (iii) if and to the extent expressly permitted by this agreement or any of the Transaction Documents; (C) procure that the Group Members shall, so far as reasonably practicable and subject to obtaining the consent of any relevant Regulatory Authorities where required, consult with the Purchaser in advance of any material communications with any relevant Regulatory Authorities and take into account the reasonable comments of the Purchaser in relation thereto; (D) without prejudice to paragraph (C), procure that the Group Members shall inform the Purchaser (subject to obtaining the consent of any relevant Regulatory Authorities where required) of the details of any material communications with any relevant Regulatory Authorities and provide a written copy of all written communications in relation thereto; (E) not itself, and shall procure that no Group Member or Retained Group Member shall, take any action or omit to take any action which action or omission causes or increases the likelihood of an assessment on the Actual Case I Basis (other than such action or omission in the ordinary course of trade or, as the case may be, business of an Insurance Company and the AIA repayment of the Cater T▇▇▇▇▇▇ Loan on or prior to Completion), and such an action or omission shall include but not be limited to the failure to seek to resist a relevant notice from a Tax Authority to the extent practicable; (F) notify the Purchaser of any matter, circumstance, act or omission which is or may be a breach of this clause 5 or Schedule 3 as soon as reasonably practicable after the Seller becomes aware of any such matter, circumstance, act or omission; (G) procure that no Group Members Member shall take any action or actions or omit to take any action or actions which might constitute a major change in the nature or conduct of the trade of any Group Member or which might cause the activities of the trade of a Group Member to become small or negligible, in each case within the meaning of section 768 ICTA 1988 or section 401 TCA 1997; and (H) procure that each Group Member (i) to conduct their business in shall reasonably pursue and comply with the ordinary courseIAM Control Programme, and (ii) shall not act in a way which materially contravenes or which is materially inconsistent with the requirements of the IAM Control Programme. 5.2 Clause 5.1 shall not operate so as to take restrict or prevent: (A) any matter reasonably undertaken by any Group Member in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser will be promptly notified); (B) the completion or performance of any obligations required to be undertaken pursuant to any agreement entered into by any Group Member prior to the date of this agreement (and, in respect of any such obligations which would prevent or have prevented compliance with clause 5.1, the Purchaser will be promptly notified where reasonably practicable); (C) any matter undertaken by any Group Member pursuant to any requirement of the SPI Fund Supervisory Committee in accordance with the terms of the SPL Demutualisation Scheme as at the date of this agreement (and in respect of which the Purchaser shall be consulted as far in advance as is practicable in the circumstances); (D) any action necessary (in the reasonable belief of the Seller or the relevant Group Member acting in good faith) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of any Regulatory Authority) or in order to ensure the compliance of the Insurance Company with any laws relating to prudential matters, or any regulations or rules of a Regulatory Authority (including PRU) (and in respect of any such material matter the Purchaser shall be consulted as far in advance as is practicable in the circumstances); (E) any matter contemplated in this agreement or the other Transaction Documents or reasonably necessary to give effect to any of them, including in relation to the Pre-Sale Transfers and any activities of Group Members which may be necessary for the purposes of or in connection with progressing or achieving the Deliverables (and in respect of any such material matter the Purchaser shall be consulted as far in advance as is practicable in the circumstances); (F) any matter undertaken at the written request of the Purchaser; or (G) any payments or contributions made by any Group Member into any of the actions listed Seller’s Schemes or the Irish Schemes and any other arrangements implemented in Schedule 2 respect of any Group Member arising: (Conduct i) in connection with the substitution of Business Prior a member of the Retained Group as the Principal Employer for any of the Seller’s Schemes; or (ii) in relation to Completion)settlement or otherwise of any debt arising from the cessation of participation of a Group Member in any of the Seller’s Schemes, including without limitation the cessation of participation by ANFIS, whether arising under section 75 of the Pensions A▇▇ ▇▇▇▇ or otherwise; or (iii) in connection with the winding up of the Irish Schemes. 8.2 5.3 Subject to applicable legal and regulatory requirements, before Completion and upon reasonable notice being given by the Purchaser, the Seller shall, and shall procure that the Group Members shall, consult with the Purchaser on a reasonably regular basis (and the Seller shall procure that representatives of the Group Members shall make themselves reasonably available to the Purchaser and its representatives at least once a week) during Working Hours with respect to material matters concerning the conduct and operation of the business of the Group Members and shall (subject to any obligations they may have under existing agreements, and subject to clause 33) allow the Purchaser and its representatives reasonable access during Working Hours to the Business Properties, the Group’s directors and senior executives and the Group’s Books and Records and such other reasonable information as shall allow them to make a reasonably detailed assessment of the conduct and operation of the business of the Group Members. The Seller and the Parent Purchaser shall use commercially reasonable endeavours to, establish a liaison committee which shall be responsible for monitoring compliance with this clause 5 (the “Liaison Committee”). The membership of the Liaison Committee shall be agreed between the Seller and the Purchaser from time to time. The Liaison Committee shall use commercially reasonable endeavours to procure that meet on a weekly basis during the AIA Group will, co-operate fully period between the date of this agreement and the Completion Date. The Seller shall be deemed to have complied with any requirements under this clause 5 to consult with or notify the Purchaser in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants respect of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither any matter if the Seller nor the Parent shall be obliged to do anything that would unreasonably interfere consults with or notifies any of the businesses or operations Purchaser’s representatives on the Liaison Committee. If a matter requiring the prior written consent of the Parent or any of its Affiliates (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations Purchaser under this clause 8.25 is discussed with and agreed to in writing by any of the Purchaser’s representatives on the Liaison Committee then the Purchaser shall be deemed to have given its prior written consent to such matter for the purposes of this clause 5. 8.3 Prudential 5.4 Subject as otherwise expressly provided in the ANFIS Separation Agreement, the Seller undertakes to hold and keep the Parent shall take Purchaser for itself and as trustee for each Group Member indemnified on an after-Tax basis from and against all actions, claims, proceedings, loss, damage, and all payments, costs and expenses (excluding such matters in respect of Tax, but without prejudice to the actions set forth in clause 8.3 Tax Covenant) incurred by the Purchaser or such Group Members as a result of the Disclosure LetterPre-Sale Transfers.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 4.1 Subject to any applicable LawsClause 4.2, the Seller shall to the greatest extent legally possible exercise and have exercised its influence as shareholder of each of the Companies and procure and have procured that the Companies, including each of their boards of directors, the management, employees etc. shall procure and shall have procured that during the period from the date of this agreement until Agreement to Completion, except: (a) the Group Companies shall continue and shall have continued to carry on business in the normal course in all material aspects and in compliance with all laws and regulations applicable to them and in the same manner as otherwise contemplated by or necessary to effect their businesses have been carried on before the matters contemplated by the Transaction Agreements;Locked Box Date; and (b) for matters identified in no Group Company shall undertake and shall not have undertaken any of the Disclosure Letter;Restricted Actions. 4.2 Clause 4.1 shall not operate so as to restrict or prevent: (ca) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as any matter undertaken at the written request of the Purchaser otherwise consents in writing in advance or with its prior written approval (which consent shall such approval not to be unreasonably withheld or delayed); ; (b) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the Parent shall use its best endeavours intention of minimising any adverse effect thereof on any Group Company; (c) the completion or performance of any obligations undertaken pursuant to cause the Company and the AIA Group Members any contract or arrangement: (i) entered into by any Group Company that has been disclosed in the Data Room; or (ii) entered into by any Group Company prior to conduct their business the Locked Box Date, provided such contract or arrangement was entered into in the ordinary coursecourse of business, and does not contain any onerous terms and/or conditions; (iid) not any act or conduct which any Group Company is required to take any of the actions listed in Schedule 2 (Conduct of Business Prior take, or omit to Completion). 8.2 The Seller and the Parent shall use commercially reasonable endeavours totake, and shall use commercially reasonable endeavours to procure that the AIA Group willas a result of, co-operate fully between the date of this agreement and Completion or in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall be obliged to do anything that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be madecomply with, any payment to law or regulation; (e) any employee, agent or consultant of the AIA Group or any other third party matters undertaken in order to comply with its obligations the requirements of any Governmental Authority; (f) acts or arrangements necessary to implement the steps and arrangements set out in Schedule 9 to this Agreement, including entering into any ancillary documents necessary to effect those arrangements; or (g) any action or omission that is required in order to implement the transactions contemplated by this Agreement or another Transaction Document. The Seller shall promptly inform the Purchaser if the circumstances mentioned in Clauses 4.2 (b) and (e) occurs including reasonable information/details of the circumstances. The Seller acknowledges that any action taken in accordance with Clauses 4.2 (b) to (g) (inclusive) shall not release it from liability under the Agreement (save for Clause 4.1), including the Warranties as set out in this clause 8.2Agreement. 8.3 Prudential and 4.3 The Seller shall in the Parent shall take the actions set forth in clause 8.3 period from signing of the Disclosure LetterAgreement until Completion, no later than the 15th of each month provide the Purchaser with monthly management accounts prepared on a consistent basis with which the Interim Accounts have been prepared. 4.4 As soon as reasonably practicable following signing of the Agreement, the Seller shall use all reasonable endeavours to procure that: (i) the Bank of Scotland PLC in its capacity as security trustee under the Senior Facilities Agreement issues and registers with the Danish Registration Court (in Danish: “Tinglysningsretten”) relevant powers of attorney in favour of their Danish counsel in order to facilitate the deregistration at Completion of the negative pledge statements registered in their favour; and (ii)

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws, during the period from 4.1 Between the date of this agreement until Completion, exceptand the earlier of the Completion Date or this agreement being terminated in accordance with its terms: (a) as otherwise contemplated by or necessary the Seller (i) shall (solely with respect to effect the matters contemplated by Reinsured Business), and shall procure that the Transaction Agreements; (b) for matters identified Company and, solely with respect to the Reinsured Business, the Ceding Companies and Life shall, operate and carry on the Reinsured Business in the Disclosure Letter; ordinary course of business, and (cii) as may otherwise be required by applicable Contract obligations shall not (solely with respect to the Reinsured Business), and shall procure that the Company and, solely with respect to the Reinsured Business, the Ceding Companies and Life shall not, undertake any of the acts or by applicable Lawmatters listed in Schedule 3; or in either case, except (dA) as with the prior written consent of the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably conditioned, withheld or delayed); , (B) if and to the Parent extent the Seller determines, acting reasonably, that such action is required by applicable Law (and in respect of which the Purchaser shall use its best endeavours be, to cause the Company extent permitted by applicable Law, notified and the AIA Group Members (i) to conduct their business reasonably consulted as far in advance as is practicable in the ordinary coursecircumstances), and (iiC) not to take if permitted or required by this agreement or any of the actions listed Transaction Documents, or (D) as set out in the Disclosure Letter; and (b) the Seller shall notify the Purchaser of any matter, circumstance, act or omission which is or may reasonably be expected to be a breach of this clause 4 or as soon as reasonably practicable after the Seller becomes aware of any such matter, circumstance, act or omission; provided, that the failure of the Seller to provide any notice contemplated by this clause 4.1 shall not (x) constitute a failure to satisfy any condition set out in Schedule 2 1, (Conduct y) otherwise relieve any person from its obligation to consummate the transactions contemplated by the Transaction Documents or (z) in and of Business Prior itself provide the basis for the Purchaser or any other party to Completion)seek damages, or increase the level of damages recoverable, in respect of any breach of covenant or warranty. 8.2 The 4.2 Clause 4.1 shall not operate so as to restrict or prevent: (a) any matter reasonably undertaken by the Seller (solely with respect to the Reinsured Business), the Company or any Ceding Company (solely with respect to the Reinsured Business) in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Parent Purchaser will be promptly notified); (b) the completion or performance of any obligations required to be undertaken pursuant to any agreement entered into by the Seller (solely with respect to the Reinsured Business), the Company or any Ceding Company (solely with respect to the Reinsured Business) prior to the date of this agreement (and, in respect of any such obligations which would prevent or have prevented compliance with clause 4.1, the Purchaser will be promptly notified where reasonably practicable); (c) any action necessary (in the reasonable belief of the Seller or the relevant Retained Group Member) in order to comply with any requirement of applicable Law (and in respect of any such matter the Purchaser shall use commercially reasonable endeavours tobe consulted as far in advance as is practicable in the circumstances); (d) any matter expressly provided for contemplated in this agreement or the other Transaction Documents or reasonably necessary to give effect to any of them (and in respect of any such matter the Purchaser shall be consulted as far in advance as is practicable in the circumstances); or (e) any matter undertaken at the express written request of the Purchaser. 4.3 Subject to applicable legal and regulatory requirements, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion in order to assist and upon reasonable notice being given by the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall, and shall be obliged to do anything procure that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Ceding Companies (solely with respect to the Reinsured Business) shall, consult with the Purchaser on a reasonably regular basis (and the Seller shall procure that the Company Subsidiaries)and the Ceding Companies (solely with respect to the Reinsured Business) shall, (subject to any obligations they may have under existing agreements) allow the Purchaser and its representatives reasonable access during Working Hours to the senior executives of the Company and the Ceding Companies in respect of the Reinsured Business and the books and records of the Ceding Companies relating to the Reinsured Business and such other information reasonably requested by the Purchaser as shall allow them to make a reasonably detailed assessment of the conduct and operation of the Reinsured Business; provided that the Seller and its Affiliates may withhold any document (or portions thereof) or information (A) that is subject to the terms of a non-disclosure agreement with a third party in effect on the date of this agreement or (B) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege; provided, further, thatthat with respect to clauses (A) or (B) 4.4 Between the date of this agreement and the earlier of the Completion Date or this agreement being terminated in accordance with its terms, anything the Purchaser shall not amend, modify, supplement, terminate or waive any provision of the Escrow Agreement, enter into any side agreement relating thereto, or take any other action that would result in (i) any Investor that is a party to the contrary in this agreement notwithstandingEscrow Agreement having any right: (x) to the return of funds delivered from the escrow fund governed by the Escrow Agreement, nothing herein shall obligate the Purchaser or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment to any employee, agent or consultant Affiliate of the AIA Group Purchaser or any other third party in order (y) not to comply with fully discharge its obligations under this clause 8.2thereunder or (ii) any person having the right to, directly or indirectly, delay or prohibit the distribution of funds from the escrow fund governed by the Escrow Agreement. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.

CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws4.1 The Seller shall procure that, during the period from between the date of this agreement until Agreement and Completion, except: (a) as otherwise contemplated by or necessary each RTM Group Company shall, and shall use all reasonable endeavours to effect procure that, between the matters contemplated by the Transaction Agreements; (b) for matters identified date of this Agreement and Completion, each AC Group Company shall, carry on its business in the Disclosure Letter;ordinary and usual course in the same manner as carried on during the six months preceding the date of this Agreement. 4.2 Without prejudice to the generality of sub-clause 4.1, the Seller shall procure that no RTM Group Company will, and shall use all reasonable endeavours to procure that no AC Group Company will, between the date of this Agreement and Completion, undertake any of the acts or matters listed in Schedule 4 (cConduct of Business before Completion) as may otherwise be required by applicable Contract obligations or by applicable Law; or (d) as without the consent in writing of the Purchaser otherwise consents in writing in advance (which consent shall not to be unreasonably withheld or delayed); , save to the Parent extent contemplated under the Share Purchase Documents. 4.3 Subject to applicable law, as from the date of this Agreement, the Seller shall use its best endeavours to cause the Company and the AIA Group Members procure (i) to conduct their business in the ordinary course, and (ii) not to take any respect of the actions listed in Schedule 2 (Conduct of Business Prior to CompletionRTM Group Companies). 8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially all reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion (in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants respect of the AIA AC Group Companies) the provision of reasonable access in favour of the Purchaser and take actions any persons authorised by it to inform the premises and retain all the books and records and title deeds of such Group Companies and the directors appointed by the Seller and/or CGC and employees of the RTM Group Companies and each RTM Group Company will be instructed to give promptly all information and explanations to the Purchaser or any such persons as employees, agents and consultantsthey may request, provided that neither the Seller nor the Parent Purchaser and such persons authorised by it shall be obliged to do anything that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates bound by clause 16 (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary Confidentiality) in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment relation to any employee, agent information received or consultant of the AIA Group or any other third party in order obtained pursuant to comply with its obligations under this sub-clause 8.24.3. 8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.