Common use of Responsibility for Satisfaction Clause in Contracts

Responsibility for Satisfaction. 4.3.1 In order to satisfy the conditions in Clauses 4.1.1 and 4.2.1 (the “Antitrust Conditions”): (i) The Purchaser and the Seller have made a filing in the Philippines required under the competition laws in the Philippines and the Purchaser further undertakes to make full, complete and accurate filings, notices and requests for authorisations with the other relevant Competition Authorities as soon as practicable after the date of this Agreement and, in any event, within any term provided for under the applicable antitrust laws, and shall promptly provide any additional information and documentary material that may be requested by any of the relevant Competition Authorities to ensure satisfaction of the Antitrust Conditions. (ii) The Purchaser shall use commercially reasonable endeavours to do all things necessary or appropriate under Applicable Law and regulations to ensure satisfaction of the Antitrust Conditions as soon as possible. (iii) The Purchaser undertakes to keep the Seller reasonably informed as to its progress towards satisfaction of the Antitrust Conditions. Without limiting the generality of the foregoing, the Purchaser further undertakes to: (a) notify the Seller as soon as reasonably practicable regarding, and provide copies of, any written communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval or action where such communications have not been simultaneously supplied to the Seller; (b) promptly provide the Seller with draft copies of all submissions and written communications to the Competition Authorities in relation to obtaining any consent, approval or action at such time as will allow the Seller a fully satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and provide the Seller with copies of all such submissions and communications at the same time and in the same form finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basis); and (c) where reasonably requested by the Seller and where permitted by the Competition Authorities, allow persons nominated by the Seller to attend all meetings with the Competition Authorities and to make oral submissions at such meetings. 4.3.2 AFW/Seller shall achieve satisfaction of the Pre-Closing Reorganisation Condition except in respect of obtaining Third Party Consents, and shall use its commercially reasonable endeavours to obtain the Third Party Consents, as soon as reasonably practicable after the date of this Agreement and in any event before the Long Stop Date. AFW/Seller shall not make any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. If AFW/Seller determines a price for a transaction in the Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan which is not subject to the prior written consent of the Purchaser under this Clause 4.3.2, AFW/Seller shall notify the Purchaser of such price or amendment or deviation in advance. 4.3.3 Without limiting the foregoing, the Guarantor, the Seller and the Purchaser shall use their respective commercially reasonable endeavours to achieve satisfaction of the conditions. 4.3.4 The Purchaser shall give notice to the Seller of the satisfaction of each of the Antitrust Conditions within two Business Days of becoming aware of the same. 4.3.5 The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation Condition within two Business Days of becoming aware of the same.

Responsibility for Satisfaction. 4.3.1 In order (a) The Buyer shall be responsible for the preparation of any notification to satisfy the conditions Competition Authorities pursuant to Section 4.1 and for its costs and expenses incurred in Clauses 4.1.1 relation to such notification. Subject to the Sellers’ continued compliance with the obligations set out in Section 4.2(f), the Buyer shall submit a complete notification as soon as reasonably possible after the Signing Date, and 4.2.1 in any event no later than 20 Business Days after the Signing Date, it being understood that the initial filing with the European Commission and the CMA will be in draft form, pursuant to customary practice. (b) The Buyer shall promptly notify the “Antitrust Conditions”): Sellers (i) when the condition precedent set out in Section 4.1 has been satisfied or (ii) if it has any reason to believe that the condition precedent may not be satisfied, or that satisfaction may be delayed, or that it may be satisfied earlier than expected. (c) The Purchaser Buyer shall, and shall procure that its Affiliates, take all lawful measures necessary to procure that the Seller have made a filing condition precedent set out in the Philippines required under the competition laws in the Philippines and the Purchaser further undertakes to make full, complete and accurate filings, notices and requests for authorisations with the other relevant Competition Authorities Section 4.1 is satisfied as soon as reasonably practicable after the date of this Agreement and, in any event, within by the Long Stop Date including that the Buyer shall offer and give to the Competition Authorities any term provided necessary and lawful undertakings or commitments including to divest any business or assets and/or behavioral commitment. (d) The Buyer shall respond as promptly and completely as reasonably possible to all inquiries received from the Competition Authorities for under additional information or documentation. (e) The Buyer shall inform the applicable antitrust laws, Sellers of the progress of the proceedings and shall promptly provide any additional information and documentary material that may be requested upon request by any of the Sellers provide such Seller, if permitted by the relevant Competition Authorities to ensure satisfaction of the Antitrust Conditions. (ii) The Purchaser shall use commercially reasonable endeavours to do all things necessary or appropriate under Applicable Law and regulations to ensure satisfaction of the Antitrust Conditions as soon as possible. (iii) The Purchaser undertakes to keep the Seller reasonably informed as to its progress towards satisfaction of the Antitrust Conditions. Without limiting the generality of the foregoingAuthority, the Purchaser further undertakes to: (a) notify the Seller as soon as reasonably practicable regarding, and provide copies of, any written communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval or action where such communications have not been simultaneously supplied to the Seller; (b) promptly provide the Seller with draft copies of all submissions and written communications to the Competition Authorities in relation to obtaining any consent, approval or action at such time as will allow the Seller a fully satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and provide the Seller with copies of all such submissions material correspondence with and communications at the same time and in the same form finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basis); and (c) where reasonably requested by the Seller and where permitted by from the Competition Authorities. (f) The Sellers, allow persons nominated or any Persons designated by the Seller Sellers, shall provide reasonable assistance in a reasonably timely manner to attend all the Buyer in the preparation of any filings or submissions to, or responses to requests for information from, any Competition Authority. The Sellers shall be entitled to participate in any meetings and planned material telephone calls with a Competition Authority (and shall be given reasonable advance notice of any such meetings and planned telephone calls) provided that such assistance does not cause unreasonable delay in the Competition Authorities and to make oral submissions at such meetingsfiling process. 4.3.2 AFW/Seller (g) Nothing in this clause 4.2 shall achieve satisfaction oblige the Buyer or any Sellers to provide to the other any of the Pre-Closing Reorganisation Condition except in respect of obtaining Third Party Consentsits own or its group’s confidential business information, but such information must instead be provided to external lawyers on a confidential lawyer to lawyer basis. (h) The Buyer shall not, and shall use procure that none of its commercially reasonable endeavours to obtain the Third Party ConsentsAffiliates shall, as soon as reasonably practicable after the date of this Agreement and take any action or engage in any event before transaction or any other arrangement, including the Long Stop Date. AFW/Seller shall not make acquisition or agreement to acquire (or the disclosure of its intention to acquire) any material amendment company or business, if and to the extent that such action or deviation from engagement could interrupt or prolong the Pre-Closing Reorganisation Plan without the prior written consent Competition Authorities’ review of the Purchaser, such consent not filings referred to be unreasonably withheld, conditioned in this Section 4.2 or delayed. If AFW/Seller determines a price for a transaction in which could adversely affect the Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan which is not subject to the prior written consent of the Purchaser under this Clause 4.3.2, AFW/Seller shall notify the Purchaser of such price or amendment or deviation in advanceCompetition Authorities’ decision. 4.3.3 Without limiting the foregoing, the Guarantor, the Seller and the Purchaser shall use their respective commercially reasonable endeavours to achieve satisfaction of the conditions. 4.3.4 The Purchaser shall give notice to the Seller of the satisfaction of each of the Antitrust Conditions within two Business Days of becoming aware of the same. 4.3.5 The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation Condition within two Business Days of becoming aware of the same.

Responsibility for Satisfaction. 4.3.1 In order (a) The Parties acknowledges the importance for the Sellers and the Purchaser that the Required Clearances be obtained as soon as possible and are not aware of any reason that may prevent the consummation of the Transaction on or prior to satisfy the conditions in Clauses 4.1.1 Long-Stop Date. (b) With respect to the Required Clearances, the Purchaser shall (and 4.2.1 (shall cause its Affiliates to) to the “Antitrust Conditions”):extent permitted by Law: (i) The provide the Sellers’ Agent with a draft form of each notification, submission or filing required to be made in order to obtain the Required Clearances (provided that privileged or sensitive information relating to the Purchaser or its Affiliates may be first removed) and a reasonable opportunity to discuss its content with the Purchaser prior to its notification, submission or filing with the relevant Governmental Authorities and shall consider and take into account all reasonable comments or requests made by the Sellers’ Agent in this respect; (ii) (x) submit or make at its (or their) own expense, as soon as possible and in any event within fifteen (15) Business Days after the date hereof: (A) with respect to Required Clearance for which a pre-notification process is required, recommended or customary, a first draft of such pre-notification that the Purchaser and the Seller have made Sellers' Agent deem is reasonably complete with the competent Governmental Authority with respect to the transactions contemplated by this Agreement provided all information and documentary material requested from the Sellers’ Agent by the Purchaser are promptly supplied (and shall submit a formal and complete filing in within two (2) Business Days after having obtained confirmation that the Philippines required under pre-notification is declared complete by the competition laws in Relevant Governmental Authorities and can be submitted formally); and (B) with respect to Required Clearance for which no pre-notification process is required, recommended or customary, full and accurate filings that the Philippines Purchaser and the Purchaser further undertakes to make full, Sellers' Agent deem is reasonably complete and accurate filings, notices and requests for authorisations with the other relevant Competition Governmental Authorities as soon as practicable with respect to the transactions contemplated by this Agreement; (which notifications and filings the Purchaser shall confirm to the Sellers' Agent in writing promptly after their making) in order to obtain the date of this Agreement and, in any event, Required Clearances within any term provided for under the applicable antitrust laws, and shall shortest possible delay; (iii) supply promptly provide any additional information and documentary material that may be requested by any of the relevant Competition Governmental Authorities in connection therewith, provided any additional information and documentary materials from the Seller (including with respect to ensure satisfaction of any Group Company) are promptly supplied by the Antitrust Conditions.Seller (including with respect to any Group Company) to the Purchaser; (iiiv) The Purchaser shall use commercially reasonable endeavours to do all things necessary or appropriate under Applicable Law and regulations applicable Laws, at its (or their) own expense, to ensure satisfaction obtain each of the Antitrust Conditions Required Clearances without undue delay on or before the Long-Stop Date, including offering (and not withdrawing) or entering into appropriate and adequate commitments or accepting such conditions or obligations that any relevant Governmental Authority may require or impose in order to grant a Required Clearances, including (x) divesting, disposing of, or holding separate (or otherwise taking or committing to take any action that limits the Purchaser’s (or its Affiliates’) freedom of action with respect to, or its ability to retain, operate or control) any of the businesses or assets of (i) the Acquired Companies, or (ii) the Purchaser (or its Affiliates)) or (y) taking any undertakings relating to (i) the governance of the Acquired Companies (such as soon ensuring certain members of the management team or the board of directors are French or EU nationals), (ii) the conduct of business in sensitive sectors by any Acquired Companies (such as possible. ensuring that business in sensitive sectors is always performed by a French Entity, maintaining in France and in proper condition the industrial capacities (including relevant R&D capacities, related technologies and know-how, competent teams) which are necessary for the performance of the business in sensitive sectors and preserving the competitiveness and innovation capacity of the Acquired Companies in the sensitive sectors), (iii) The the protection of the Acquired Companies’ intellectual property rights (IP) (such as maintaining the Intellectual Property rights owned by French Acquired Companies in France and keeping such rights “ITAR free”), (iv) the on-going and future agreements relating to sensitive sectors (such as ensuring performance of the Acquired Companies’ contractual obligations relating to sensitive sectors, refraining from taking any decision contrary to the obligations under on-going or future agreements and ensuring that the Acquired Companies continue to perform the business in sensitive sectors on reasonable market conditions and with no alteration in the quality, quantity or performance thereof), (v) the safeguarding of sensitive information (such as protecting information relating to sensitive sectors from unauthorized access), (vi) the provision of information to any Governmental Authority on the implementation of the undertakings and on the conduct of the business in sensitive sectors or (vii) the resale of the Acquired Companies (such as the right for any Governmental Authority to be involved in its subsequent sale (it being acknowledged and agreed, for the avoidance of doubt, that none of the Purchaser’s obligations under this Article 3.2 or any actions taken in relation thereto shall have any consequences on the Purchase Price or the other terms and conditions of this Agreement), provided that in no event shall the Purchaser undertakes be required to make any divestment or disposal pursuant to this Article 3.2(b)(iv) that would, individually or in the aggregate, constitute a Burdensome Condition in order to obtain a Required Antitrust Clearance; (v) not take any actions (including entering into any transaction, agreement or other arrangement or making or undertaking to make any investment) that could reasonably be expected to make it more difficult to obtain the Required Clearances or to result in any material delay in obtaining the Required Clearances (including making any notifications, submissions, fillings to obtain any clearance other than the Required Clearances); (vi) keep the Seller Sellers’ Agent regularly and reasonably informed as to its progress towards satisfaction of the Antitrust Conditions. Without limiting the generality processing of the foregoingnotifications, the Purchaser further undertakes tosubmissions and filings referred to above, including: (aA) notify notifying the Seller as soon as reasonably practicable regardingSellers’ Agent promptly of any material communications (written or oral) from the relevant Governmental Authorities, (B) providing the Sellers’ Agent with a draft form of any material written communications or with a summary of any material communications (oral or written) proposed to be made to the relevant Governmental Authorities (including notifications, briefs, arguments and proposals), and provide copies of, taking into account any written communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval reasonable comments or action where such communications have not been simultaneously supplied to requests made by the SellerSellers’ Agent with respect thereto; (bC) providing the Sellers’ Agent promptly provide with the Seller final form of any material written communications made to the relevant Governmental Authorities (including notifications, briefs, arguments and proposals), including the proposed final form of or summary of any such communication, prior to filing or submitting such material communications with draft copies or to such Governmental Authorities; (D) organizing regular review with the Sellers’ Agent (and its advisors) of all the progress of any notifications, submissions and written communications filings (including where necessary, seeking to the Competition Authorities in relation to obtaining any consent, approval identify appropriate commitments or action at such time as will allow the Seller a fully satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and provide the Seller with copies of all such submissions and communications at the same time and in the same form finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basisremedies); and (E) informing the Sellers’ Agent promptly if it becomes aware of anything that might result in any Required Clearance being delayed or denied (including the opening of any in-depth investigation), provided that in the case of all such documents, privileged or commercially sensitive information relating to the Purchaser or its Affiliates shall be redacted and un-redacted copies shall only be provided to the Sellers’ external counsel on a counsel-to-counsel basis; (vii) to the fullest extent practicable, provide the Sellers’ Agent and its advisors with a reasonable opportunity to participate in any important meeting or telephone conversations with the relevant Governmental Authorities; and (viii) give notice to the Sellers’ Agent of the receipt of any Required Clearance, in each case within two (2) Business Days of its becoming aware of the same (including a copy of the Required Clearance when it becomes available). (c) where reasonably requested Each of the Sellers shall, within the limits of its powers as a shareholder, employee or officer of the Company, FM1 or FM2, use its reasonable endeavors to ensure that the Acquired Companies assist and cooperate with the Purchaser in preparing and filing all documents required to be submitted by the Seller and where permitted Purchaser or its Affiliates (or jointly by the Competition AuthoritiesPurchaser and the Sellers) pursuant to this Article 3.2 for all the Required Clearances. (d) The Purchaser shall assume all filing fees, allow persons nominated costs and expenses in connection with the preparation and obtaining of the Required Clearances (excepting all attorney fees incurred by the Seller to attend all meetings with Sellers) and similar charges incurred by the Competition Authorities Purchaser in connection therewith and to make oral submissions at such meetings. 4.3.2 AFW/Seller shall achieve satisfaction accordingly none of the Pre-Closing Reorganisation Condition except Purchaser’s obligations under this Article 3.2, nor any actions taken in respect relation thereto shall have any consequence on the Purchase Price or the other terms and conditions of obtaining Third Party Consentsthis Agreement. For the avoidance of doubt, to the extent an Acquired Company incurs fees, costs and expenses in connection with any Required Clearance, such fees, costs and expenses shall use its commercially reasonable endeavours to obtain be treated as Permitted Leakages for the Third Party Consents, as soon as reasonably practicable after the date purposes of this Agreement to the extent such fees, costs and expenses were previously approved by the Purchaser. (e) In the event of any of the Required Clearance is not obtained prior to the Long-Stop Date, the Sellers shall be entitled (but shall not be obligated), by written notice from the Sellers’ Agent to the Purchaser, to (i) terminate this Agreement in accordance with Article 10.1(c) or (ii) postpone (at one or more times) the Long-Stop Date to a future date compatible with the appropriate schedule for obtaining the relevant Required Clearance and in any event before no later than six (6) months after the Long Long-Stop Date (the "Extended Long-Stop Date"), in which event the provisions of this Article 3.2 shall apply mutatis mutandis as if the Extended Long-Stop Date were the Long-Stop Date. AFW/Seller shall not make In the event of any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser, such consent Required Clearance not to be unreasonably withheld, conditioned or delayed. If AFW/Seller determines a price for a transaction in the Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan which is not subject having been obtained prior to the prior written consent Long-Stop Date for reasons attributable to any of the Purchaser under this Clause 4.3.2Sellers or the Group Companies, AFW/Seller shall notify if the Purchaser of such price or amendment or deviation in advance. 4.3.3 Without limiting the foregoingso requires, the Guarantor, Sellers shall be under the Seller and obligation to set an Extended Long-Stop Date at such date determined by the Purchaser shall use their respective commercially reasonable endeavours to achieve satisfaction of but in any event no later than six (6) months after the conditionsLong-Stop Date. 4.3.4 The Purchaser shall give notice to the Seller of the satisfaction of each of the Antitrust Conditions within two Business Days of becoming aware of the same. 4.3.5 The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation Condition within two Business Days of becoming aware of the same.

Responsibility for Satisfaction. 4.3.1 In order 2.2.1 The Namibia Seller shall use all reasonable endeavours to satisfy ensure the conditions in Clauses 4.1.1 satisfaction of the Namibia Conditions and 4.2.1 (the “Antitrust Conditions”): Purchaser shall use all reasonable endeavours to ensure the satisfaction of the Namibia Conditions provided that (i) The in the case of the Namibia Seller this shall not give rise to an obligation on it to assume material expenditure or investment or to agree to any other obligation, condition or undertaking to achieve the same or (ii) in the case of either party this shall not require them to take such action which would be likely to have such a detrimental effect on the current or future development of the business of that party that it would be unreasonable to expect that party to take and (iii) in the case of the Purchaser and notwithstanding (ii) above, such obligation shall include (but not be limited to) proposing and agreeing to any divestments or other conditions or other undertakings in order to obtain clearance from the Seller have made a filing in the Philippines required under the relevant competition laws in the Philippines and the Purchaser further undertakes to make full, complete and accurate filings, notices and requests for authorisations with the other relevant Competition Authorities authorities as soon as practicable after possible as well as filing the date requisite merger notice and filing fee. 2.2.2 The Purchaser shall provide the Namibia Seller with drafts of this Agreement andall material correspondence, in any event, within any term provided for documents or other communications (including the Purchaser’s filings under the applicable antitrust lawsNamibia Conditions set out at paragraphs 2.1.1 to 2.1.4 above) relating to the Namibia Conditions (removing any information confidential from the Namibia Seller) and shall give the Namibia Seller reasonable opportunity to comment on such communications prior to their submission to the competent authorities. Furthermore, and the Purchaser shall promptly provide any additional information and documentary material that may be requested by any of the relevant Competition Authorities to ensure satisfaction of the Antitrust Conditions. (ii) The Purchaser shall use commercially reasonable endeavours to do all things necessary or appropriate under Applicable Law and regulations to ensure satisfaction of the Antitrust Conditions as soon as possible. (iii) The Purchaser undertakes to keep the Seller reasonably informed as to its progress towards satisfaction of the Antitrust Conditions. Without limiting the generality of the foregoing, the Purchaser further undertakes to: (a) notify the Seller as soon as reasonably practicable regarding, and provide copies of, any written communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval or action where such communications have not been simultaneously supplied to the Seller; (b) promptly provide the Seller with draft copies of all submissions and written communications to the Competition Authorities in relation to obtaining any consent, approval or action at such time as will allow the Seller a fully satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and provide the Namibia Seller with copies of all such submissions material communications received from or sent to the relevant Governmental Authorities. The Purchaser shall also involve the Namibia Seller in any meetings or material discussions with the relevant Governmental Authorities. 2.2.3 Without prejudice to paragraph 2.2.1, the parties agree that all requests and communications at enquiries from the same time relevant competition authorities or any other government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Namibia Seller and the Purchaser promptly and in consultation with each other and the same form finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basis); and (c) where reasonably requested by the Seller and where permitted by the Competition Authorities, allow persons nominated by the Seller to attend all meetings with the Competition Authorities and to make oral submissions at such meetings. 4.3.2 AFW/Seller shall achieve satisfaction of the Pre-Closing Reorganisation Condition except in respect of obtaining Third Party Consents, and shall use its commercially reasonable endeavours to obtain the Third Party Consents, as soon as reasonably practicable after the date of this Agreement and in any event before the Long Stop Date. AFW/Seller shall not make any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. If AFW/Seller determines a price for a transaction in the Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan which is not subject to the prior written consent of the Purchaser under this Clause 4.3.2, AFW/Seller shall notify the Purchaser of such price or amendment or deviation in advance. 4.3.3 Without limiting the foregoing, the Guarantor, the Namibia Seller and the Purchaser shall use their respective commercially reasonable endeavours promptly co-operate with and provide all necessary information and assistance reasonably required by the relevant competition authorities or other such government, agency, court or body upon being requested to achieve satisfaction of do so by the conditionsother. 4.3.4 2.2.4 The Purchaser shall give notice to the Namibia Seller of the satisfaction of each of the Antitrust Conditions relevant condition within two Namibia Business Days of becoming aware of the same. 4.3.5 The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation Condition within two Business Days of becoming aware of the same.

Responsibility for Satisfaction. 4.3.1 In order 3.2.1 The Lisheen Seller shall use all reasonable endeavours to satisfy ensure the conditions in Clauses 4.1.1 satisfaction of the Lisheen Conditions and 4.2.1 (the “Antitrust Conditions”): Purchaser shall use all reasonable endeavours to ensure the satisfaction of the Lisheen Conditions provided that (i) The Purchaser and the Seller have made a filing in the Philippines required under the competition laws in the Philippines and the Purchaser further undertakes to make full, complete and accurate filings, notices and requests for authorisations with the other relevant Competition Authorities as soon as practicable after the date of this Agreement and, in any event, within any term provided for under the applicable antitrust laws, and shall promptly provide any additional information and documentary material that may be requested by any case of the relevant Competition Authorities Lisheen Seller this shall not give rise to ensure satisfaction of an obligation on it to assume material expenditure or investment or to agree to any other obligation, condition or undertaking to achieve the Antitrust Conditions. same or (ii) The Purchaser in the case of either party this shall use commercially reasonable endeavours not require it to do all things necessary take such action which would be likely to have such a detrimental effect on the current or appropriate under Applicable Law and regulations to ensure satisfaction future development of the Antitrust Conditions business of that party that it would be unreasonable to expect that party to take it and (iii) in the case of the Purchaser and notwithstanding (ii) above, such obligation shall include (but not be limited to) proposing and agreeing to any divestments or other conditions or other undertakings in order to obtain clearance from the relevant competition authorities as soon as possible. (iii) 3.2.2 The Purchaser undertakes shall provide the Lisheen Seller with drafts of all material correspondence, documents or other communications (including the Purchaser’s filing under the Lisheen Conditions) relating to keep the Lisheen Conditions (removing any information confidential from the Lisheen Seller) and shall give the Lisheen Seller reasonably informed as reasonable opportunity to its progress towards satisfaction of comment on such communications prior to their submission to the Antitrust Conditionscompetent authorities. Without limiting the generality of the foregoingFurthermore, the Purchaser further undertakes to: (a) notify the Seller as soon as reasonably practicable regarding, and provide copies of, any written communications and material oral communications from any Competition Authority in relation to obtaining any consent, approval or action where such communications have not been simultaneously supplied to the Seller; (b) shall promptly provide the Seller with draft copies of all submissions and written communications to the Competition Authorities in relation to obtaining any consent, approval or action at such time as will allow the Seller a fully satisfactory opportunity to provide comments on such submissions and communications before they are submitted or sent, and take account of the Seller’s reasonable comments in relation to the form and content of such submissions and communications, and provide the Lisheen Seller with copies of all such submissions material communications received from or sent to the relevant Governmental Authorities. The Purchaser shall also involve the Lisheen Seller in any meetings or material discussions with the relevant Governmental Authorities. 3.2.3 Without prejudice to paragraph 3.2.1, the parties agree that all requests and communications at enquiries from the same time relevant competition authorities or any other government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Lisheen Seller and the Purchaser promptly and in consultation with each other and the same form finally submitted or sent (save that in relation to all disclosures to the Seller under this Clause, the Purchaser may redact business secrets and other confidential material and such information shall be provided on an outside counsel-to-counsel, confidential basis); and (c) where reasonably requested by the Seller and where permitted by the Competition Authorities, allow persons nominated by the Seller to attend all meetings with the Competition Authorities and to make oral submissions at such meetings. 4.3.2 AFW/Seller shall achieve satisfaction of the Pre-Closing Reorganisation Condition except in respect of obtaining Third Party Consents, and shall use its commercially reasonable endeavours to obtain the Third Party Consents, as soon as reasonably practicable after the date of this Agreement and in any event before the Long Stop Date. AFW/Seller shall not make any material amendment to or deviation from the Pre-Closing Reorganisation Plan without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. If AFW/Seller determines a price for a transaction in the Pre-Closing Reorganisation Plan of which the value of transfer is not the book value (e.g. price based on discounted cash flow calculation or a third-party appraisal) or makes a non-material amendment to or deviation from the Pre-Closing Reorganisation Plan which is not subject to the prior written consent of the Purchaser under this Clause 4.3.2, AFW/Seller shall notify the Purchaser of such price or amendment or deviation in advance. 4.3.3 Without limiting the foregoing, the Guarantor, the Lisheen Seller and the Purchaser shall use their respective commercially reasonable endeavours promptly co-operate with and provide all necessary information and assistance reasonably required by the relevant competition authorities or other such government, agency, court or body upon being requested to achieve satisfaction of do so by the conditionsother. 4.3.4 3.2.4 The Purchaser shall give notice to the Lisheen Seller of the satisfaction of each of the Antitrust Lisheen Conditions within two Lisheen Business Days of becoming aware of the same. 4.3.5 The Seller shall give notice to the Purchaser of the satisfaction of the Pre-Closing Reorganisation Condition within two Business Days of becoming aware of the same.