Common use of Scheme Booklet Clause in Contracts

Scheme Booklet. (a) If Bidder and APD are unable to agree on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report), then: (i) if the relevant part of the Scheme Booklet is Bidder Information, APD will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and (ii) in any other case, APD (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) ▇▇▇▇▇▇ and APD agree that the Scheme Booklet will contain a responsibility statement to the effect that: (i) APD has prepared and is responsible for the APD Information contained in the Scheme Booklet, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the APD Information; (ii) Bidder has prepared and is responsible for the Bidder Information contained in the Scheme Booklet, and none of APD or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the Bidder Information; and (iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Report, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees, nor APD or its Related Bodies Corporate or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report.

Scheme Booklet. (a) If Bidder Nippon Paint and APD DuluxGroup are unable to agree on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report), then: (i) if the relevant part of the Scheme Booklet is Bidder Nippon Paint Information, APD DuluxGroup will make such amendments to that part of the Scheme Booklet as required by Bidder Nippon Paint (acting reasonably and in good faith); and (ii) in any other case, APD subject to clause 2.3(c), DuluxGroup (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) ▇▇▇▇▇▇ Nippon Paint and APD DuluxGroup agree that the Scheme Booklet will contain a responsibility statement in a form to be agreed between the parties (acting reasonably) to the effect that: (i) APD has prepared and DuluxGroup is responsible for the APD DuluxGroup Information contained in the Scheme Booklet, and none of Bidder Nippon Paint or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the APD DuluxGroup Information; (ii) Bidder has prepared and Nippon Paint is responsible for the Bidder Nippon Paint Information contained in the Scheme Booklet, and none of APD DuluxGroup or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the Bidder Nippon Paint Information; and (iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Report, and none of Bidder Nippon Paint or its Related Bodies Corporate or their respective directors, officers or employees, nor APD DuluxGroup or its Related Bodies Corporate or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report. (c) DuluxGroup must undertake appropriate verification processes in relation to the DuluxGroup Information included in the Scheme Booklet and Nippon Paint must undertake appropriate verification processes in relation to the Nippon Paint Information included in the Scheme Booklet.

Scheme Booklet. ‌ (a) If Bidder ▇▇▇▇▇▇▇ and APD Vault are unable to agree on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report), then: (i) if the relevant part of the Scheme Booklet is Bidder ▇▇▇▇▇▇▇ Information, APD Vault will make such amendments to that part of the Scheme Booklet as required by Bidder ▇▇▇▇▇▇▇ (acting reasonably and in good faithreasonably); and (ii) in any other caseif the relevant part of the Scheme Booklet is Vault Information, APD Vault (acting reasonably and in good faithreasonably) will decide the form and content of that part of the Scheme Booklet. (b) ▇▇▇▇▇▇▇ and APD Vault agree that the Scheme Booklet will contain a responsibility statement to the effect that: (i) APD has prepared and Vault is responsible for the APD Vault Information contained in the Scheme Booklet, and none of Bidder ▇▇▇▇▇▇▇ or its Related Bodies Corporate Subsidiaries or their respective directors, officers officers, employees or employees advisors assumes any responsibility or liability for the accuracy or completeness of the APD Vault Information; (ii) Bidder has prepared and ▇▇▇▇▇▇▇ is responsible for the Bidder ▇▇▇▇▇▇▇ Information contained in the Scheme Booklet, and none of APD Vault or its Related Bodies Corporate Subsidiaries or their respective directors, officers officers, employees or employees advisors assumes any responsibility or liability for the accuracy or completeness of the Bidder ▇▇▇▇▇▇▇ Information; and (iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Report, and none of Bidder ▇▇▇▇▇▇▇ or its Related Bodies Corporate Subsidiaries or their respective directors, officers or employees, nor APD Vault or its Related Bodies Corporate Subsidiaries or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report. (c) Vault must undertake appropriate verification processes in relation to the Vault Information included in the Scheme Booklet and ▇▇▇▇▇▇▇ must undertake appropriate verification processes in relation to the ▇▇▇▇▇▇▇ Information included in the Scheme Booklet.

Scheme Booklet. (a) If Bidder OZL and APD BHP are unable to agree (acting in good faith) on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report)Booklet, then: (i) if the relevant part of the Scheme Booklet is Bidder BHP Information, APD OZL will make such amendments to that part of the Scheme Booklet as required by Bidder BHP (acting reasonably and in good faith) (unless the information relates to BHP in the Independe Report, in which case OZL will communicate the request for amendment to the Independent Expert); and (ii) in any other case, APD ▇▇▇ (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) ▇▇▇▇▇▇ OZL and APD BHP agree that the Scheme Booklet will contain a responsibility statement to the effect that: (i) APD OZL has prepared and is responsible for the APD OZL Information contained in the Scheme Booklet, and none of Bidder BHP or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the APD OZL Information; (ii) Bidder BHP has prepared and is responsible for the Bidder BHP Information contained in the Scheme Booklet, and none of APD OZL or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the Bidder BHP Information; and (iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Reportrespo rt, and none of Bidder BHP or its Related Bodies Corporate or their respective directors, officers or employees, nor APD OZL or its Related Bodies Corporate or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report.