Common use of Separation Plan Clause in Contracts

Separation Plan. The Company and Buyer have agreed to a preliminary plan for the separation, transfer, migration and hand-over of the Business, including all data of the Company and its Subsidiaries or related to the Business and all Company IT Assets, in each case to the extent not already controlled by or in the possession of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except to the extent modified by the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall each use their respective commercially reasonable efforts to implement those actions set out in the Preliminary Separation Plan for which each Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s own cost and expense), within the timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be implemented prior to the Closing. The Parties shall use their respective commercially reasonable efforts to finalize the Preliminary Separation Plan no later than fourteen (14) days prior to the Closing (such final plan, the “Final Separation Plan”), which such Final Separation Plan shall set forth (A) post-Closing Date separation and migration activities and a timetable for completing the actions contemplated by the Final Separation Plan, (B) activities required for the Parties to migrate off the Transition Services Agreement and (C) actions for which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery of the Final Separation Plan shall not be a condition of the Parties’ obligations to consummate the Transactions; provided, further, that if the Parties do not agree to a Final Separation Plan by the Closing, the Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final Separation Plan as soon as reasonably practicable following the Closing. Following the Closing, the Company and Congo shall use their respective commercially reasonable efforts to implement the Final Separation Plan by the expiration or termination of the Transition Services Agreement.

Separation Plan. The Company and Buyer have agreed (a) An initial Separation Plan is set out in Schedule 9, the market cutover dates of which align with the Target Distribution Transfer Dates set out in Schedule 3 to a preliminary the TDSA by which the Parties plan for the separation, transfer, migration and hand-over to effect Marketing Authorisation Transfer in respect of each of the BusinessRelevant Territories. (b) The Parties shall jointly and in good faith finalise within twenty (20) Business Days of: (i) the date of this Agreement, including all data a further version of the Company and its Subsidiaries or related Separation Plan which shall focus on separation activities prior to the Business and all Company IT Assets, in each case to the extent not already controlled by or in the possession of the Company, which plan is attached hereto as Exhibit F Completion (the “"Preliminary Separation Plan”"). Except ; and (ii) Completion, a final version of the Separation Plan which shall focus on separation activities following Completion (and shall include the deadline for submission to the extent modified by applicable Governmental Entity each Marketing Authorisation) (the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall each use their respective commercially reasonable efforts to implement those actions set out in the Preliminary Separation Plan for which each Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s own cost and expense), within the timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be implemented prior to the Closing. The Parties shall use their respective commercially reasonable efforts to finalize the Preliminary Separation Plan no later than fourteen (14) days prior to the Closing (such final plan, the “"Final Separation Plan”"), which such . (c) The Final Separation Plan shall set forth (A) post-Closing Date separation and migration include any additional detail required in connection with the activities and a timetable for completing the actions contemplated to be completed by the Final Separation Planrelevant Parties between Completion and, in respect of each Relevant Territory, the earlier of: (Bi) activities required for the Parties to migrate off the Transition Services Agreement Marketing Authorisation Transfer Date; and (Cii) actions for the Market Authorisation Long Stop Date, without changing the Target Distribution Transfer Dates set out in Schedule 3 to the TDSA, which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery of TDSA contains detailed provisions dealing with potential timing extensions. In any event, the Final Separation Plan shall not be finalised with a condition view to setting out the process by which the Purchaser, or the relevant member(s) of the Parties’ obligations Purchaser's Group or its or their agent(s) or designee(s) shall become the distributor of the Products in each of the Relevant Territories (including, without limitation to consummate Schedule 11, the Transactions; providedprocess by which the Marketing Authorisations in respect of such Products shall be transferred to the Purchaser, furtheror the relevant member(s) of the Purchaser's Group or its or their agent(s) or designee(s)), that if in a smooth and orderly manner, and with a view to achieving the Parties do not agree Target Distribution Transfer Dates set out in Schedule 3 to a the TDSA as extended in accordance with the terms of the TDSA. Each Party shall use its Commercially Reasonable Efforts to comply with the Preliminary Separation Plan and the Final Separation Plan. The Final Separation Plan shall include a plan and timetable for Separation, to conclude no later than the Long Stop Date (as defined in the TDSA). (d) Notwithstanding any other provision of this Agreement and unless otherwise approved by the ClosingSeller in writing, the Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final final Separation Plan as soon as reasonably practicable following to be agreed between the Closing. Following Parties in accordance with this clause 6.2 shall include the Closing, market cutover dates included in the Company and Congo shall use their respective commercially reasonable efforts to implement the Final preliminary Separation Plan by set out in Schedule 9, subject to the expiration or termination provisions of the Transition Services AgreementTDSA, which contains detailed provisions dealing with potential timing extensions.

Separation Plan. The Upon the terms and subject to the conditions set forth in this Agreement and the Separation Plan, prior to the Closing, the Company shall, and Buyer have agreed shall cause its Affiliates, to a preliminary plan for use its reasonable best efforts to complete the separation, transfer, migration transactions and hand-over of activities contemplated by the Business, including all data of Separation Plan that are the responsibility by the Company and its Subsidiaries Affiliates and the Company shall procure that the transactions and activities 93 contemplated by the Separation Plan will be consummated in accordance with applicable Law and (if applicable) the terms of any collective bargaining agreement (or related to similar agreement) in force, such that, amongst other matters contemplated by the Business Separation Plan, the Company and all Company IT its Affiliates (or their designee(s)), other than any Divested Company, shall (i) own the Excluded Assets, and (ii) be solely responsible for the Excluded Liabilities, in each case case, without further Liability or recourse to the extent not already controlled Buyer or its Affiliates (including, the Divested Companies following the Closing). The Company shall procure that all instruments, documents and agreements required to effect the transactions and activities contemplated by or the Separation Plan are provided to the Buyer for review prior to their execution and, subject to such documents and agreements being in a form and substance reasonably satisfactory to the possession Buyer, are duly executed (and notarized if required) in accordance with applicable Law and copies certified by an authorized officer of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except Company are provided to the extent modified by the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall each use their respective commercially reasonable efforts to implement those actions set out in the Preliminary Separation Plan for which each Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (Buyer at such Party’s own cost and expense), within the timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be implemented least 10 Business Days prior to the Closing. The Parties Company shall use their respective commercially reasonable efforts procure that the Intercompany Obligations (other than the Permitted Intercompany Obligations) are settled prior to finalize Closing. The Company shall procure that the Preliminary Separation Plan no later than fourteen Permitted Intercompany Obligations shall remain outstanding immediately prior to Closing and the Buyer shall cause the intercompany loans set forth in clauses (14iii), (iv) days and (v) of the definition of Permitted Intercompany Obligations to be refinanced through its applicable financing company in connection with the Closing, in each case, to the extent the applicable intercompany loan was not settled prior to the Closing (such final plan, as potentially contemplated with the “Final Separation Plan”prior written consent of the Buyer under the definition of Permitted Intercompany Obligation). The Buyer shall procure that any Intercompany Obligations that are included in Debt Obligations pursuant to clause (n) thereof will be paid by the applicable Divested Company in accordance with its terms. Without prejudice to the Company’s obligation to settle Intercompany Obligations prior to the Closing in accordance with Section 5.23(a), which such Final Separation Plan shall set forth (A) post-Closing Date separation and migration activities and if any Intercompany Obligations that are receivables in a timetable for completing the actions contemplated by the Final Separation Plan, (B) activities required for the Parties to migrate off the Transition Services Agreement and (C) actions for which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery of the Final Separation Plan shall Divested Company are not be a condition of the Parties’ obligations to consummate the Transactions; provided, further, that if the Parties do not agree to a Final Separation Plan settled by the Closing, the Parties (other than Company shall procure that such Intercompany Obligations will be paid to the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final Separation Plan as soon as reasonably practicable following the Closing. Following the Closing, the applicable Divested Company and Congo shall use their respective commercially reasonable efforts to implement the Final Separation Plan by the expiration or termination of the Transition Services Agreementin accordance with its terms.

Separation Plan. 5.9.1 The Company Seller shall, and Buyer have agreed shall procure that the Seller’s Group shall: (i) prepare a draft separation plan setting out the steps to a preliminary plan for be taken to enable the separation, transfer, migration and hand-over operational separation of the Elephant Group Business from the Retained Business, including which shall address and be consistent with the Separation Plan Principles; (ii) discuss such draft separation plan with the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “Separation Plan”); and (iv) thereafter use reasonable endeavours to satisfy the Seller Group’s obligations under the Separation Plan. 5.9.2 The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all data reasonable assistance and take all necessary steps as the Seller or any member of the Company Seller’s Group may reasonably require in order to prepare and its Subsidiaries implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or related in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect to the Business and all Company IT Assetsseparation) (whether incurred prior to or following the Closing Date), in each case provided that, to the extent not already controlled agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the possession implementation of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except to the extent modified by the Final Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under this Section 6.20, any Transaction Document or the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall each use their respective commercially reasonable efforts to implement those actions set out in the Preliminary Separation Plan for which each Party Principles; (other than the KS Sellers iii) costs and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s own cost and expense), within the timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be implemented prior to the Closing. The Parties shall use their respective commercially reasonable efforts to finalize the Preliminary Separation Plan no later than fourteen (14) days prior to the Closing (such final plan, the “Final Separation Plan”), which such Final Separation Plan shall set forth expenses of (A) post-Closing Date separation the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and migration activities and a timetable for completing the actions contemplated (y) any obligations that are assigned by the Final Seller to the Purchaser’s Group under the Separation PlanPlan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) activities required for the Parties to migrate off Purchaser’s advisers incurred in connection with the Transition Services Agreement and (C) actions for which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery preparation and/or implementation of the Final Separation Plan shall not Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be a condition borne by the Purchaser’s Group. 5.9.5 Prior to the date on which any data in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Parties’ obligations Seller’s Group, to consummate the Transactions; providedPurchaser, further, that if or any member of the Parties do not agree to a Final Separation Plan by the ClosingPurchaser’s Group, the Parties (other than the KS Sellers Seller and the ▇▇ ▇▇▇▇▇▇▇) Purchaser shall use their respective commercially reasonable efforts work together in good faith to finalize the Final Separation Plan as soon as reasonably practicable following the Closing. Following the Closing, the Company agree suitable provisions to ensure 47 that data transfers or disclosures can be made in accordance with applicable law and Congo shall use their respective commercially reasonable efforts to implement the Final Separation Plan by the expiration existing contractual or termination of the Transition Services Agreementconfidentiality restrictions.

Separation Plan. The Company and Buyer have agreed to a preliminary plan for 9.1 Following the separation, transfer, migration and hand-over date of this agreement: (a) each of the Business, including all data of Seller and the Company and its Subsidiaries or related to the Business and all Company IT Assets, in each case to the extent not already controlled by or in the possession of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except to the extent modified by the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) Purchaser shall each use their respective commercially reasonable efforts endeavours to implement those actions perform the activities and obligations for which they are responsible as set out in the Preliminary Separation Plan; and (b) the Seller shall procure until Completion that the Target Group Companies shall use their reasonable endeavours to perform the activities and obligations for which the Target Group is responsible, in each case, as set out in and in accordance with the timeframes set out in the Separation Plan for which each (and to the extent permitted by Competition Law). 9.2 If the Purchaser is listed as “Responsible Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s own cost and expense), within the timeframe specified for those actions 2” in the Preliminary Separation Plan, including such actions required to be implemented prior it will provide reasonable assistance to the ClosingSeller or the Target Group Companies (as applicable) to perform the activities and obligations for which the Seller or the Target Group respectively is primarily responsible. The Parties Each of the Seller and the Purchaser shall use their respective commercially reasonable efforts to finalize provide the Preliminary Separation Plan no later other with updates not less than fourteen monthly (14) days prior to the Closing (such final plan, the “Final Separation Plan”unless otherwise agreed), which such Final outline in reasonable detail the progress made in implementing the activities and obligations for which it and, in the case of the Seller until Completion, the Target Group is responsible under the Separation Plan. 9.3 The Seller shall review any reasonable amendments to the Separation Plan shall set forth (A) post-Closing Date separation and migration activities and a timetable for completing the actions contemplated that are requested by the Final Purchaser in good faith, and shall not unreasonably withhold or delay its consent to implementing any such amendments to the Separation Plan. 9.4 To the extent not set out in the Separation Plan, (B) activities required for the Parties to migrate off the Transition Services Agreement and (C) actions for which each Party shall be primarily responsible thereunder (at such Party’s own cost and expense); provided that the delivery as part of the Final Separation Plan shall not be a condition of the Parties’ obligations to consummate the Transactions; providedPlan, further, that if the Parties do not agree to a Final Separation Plan by the Closing, the Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final Separation Plan as soon as reasonably practicable following the Closingdate of this agreement, each of the Seller and the Purchaser shall notify the other party of the names and contact details (including email addresses and telephone numbers) of two individuals to whom such other party should direct any urgent and/or material issues or questions relating to the business of the Target Group Company or the Transaction generally for the attention of the notifying party. Following The nomination of such contacts shall be for administrative ease only and shall not impose any additional obligation on any party.‌ 9.5 The costs of implementing the Closingactivities and obligations under the Separation Plan, including all reasonable external costs and expenses incurred (Implementation Costs), shall be borne by the Seller and/or the Purchaser as allocated in the Separation Plan, subject to the following terms: (a) any Implementation Costs allocated to the “Target” shall be borne by the Target Group; (b) to the extent that the allocation of Implementation Costs of carrying out certain responsibilities is not set out in the Separation Plan, the Company Seller and Congo the Purchaser shall use their respective commercially reasonable efforts agree such costs and allocation in good faith; (c) to implement the Final extent any Implementation Costs allocated to the “Target” in respect of activities or obligations to be implemented on or prior to Completion: (i) will, or are expected to, either (A) exceed the cost estimate set out in the Separation Plan by Plan; or (B) be material (where the expiration cost estimate states that the Implementation Costs are expected to be negligible);‌ (ii) do not have a cost estimate in the Separation Plan; or (iii) depend on, or termination are subject to, the Purchaser’s selection of a solution or option for the relevant activity or obligation, the Seller shall, in each case, seek, and procure that no member of the Transition Services AgreementTarget Group shall incur such Implementation Costs without the Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); (d) the Seller and the Purchaser shall (i) invoice the other for Implementation Costs for which they are entitled to charge pursuant to this clause 9.5; and (ii) pay such costs within 20 Business Days of receipt of such invoice; and (e) it is understood that Implementation Costs in respect of external costs must be reasonable and comparable to costs typically charged by relevant leading suppliers in the European Union and United Kingdom. At the request of the party to whom Implementation Costs are invoiced, the invoicing party shall provide the other party with documentation and information that supports any invoiced Implementation Costs.