Common use of Implementation Working Group Clause in Contracts

Implementation Working Group. 5.4.1 As soon as reasonably practicable (and no later than five Business Days) after the date of this Agreement, the Seller and the Purchaser shall establish and operate an implementation working group (the “Implementation Working Group”). Each of the Seller and the Purchaser may appoint and remove, by Notice in writing to the other party, up to five (5) members of the Implementation Working Group, each with appropriate skills and experience and knowledge relevant for the purposes of Separation Planning (as defined below) (but such members must not be engaged in any market-facing activities for the Seller or Purchaser, as the case may be). 5.4.2 The quorum for meetings of the Implementation Working Group shall be one member appointed by each of the Seller and the Purchaser and all decisions of the Implementation Working Group shall be made by simple majority of those present, provided that such simple majority shall include at least one member appointed by each of the Seller and the Purchaser. Any such decisions shall not operate so as to vary the terms of this Agreement or any other Transaction Document save to the extent that this Agreement or such Transaction Document is varied in accordance with its terms and in the case of any inconsistency, the terms of the Transaction Documents shall prevail over any decision of the Implementation Working Group). 5.4.3 The Implementation Working Group shall meet (which may be by telephone / teleconference) as often as is reasonably necessary for the purpose of achieving successful continuity of the operations of the Group at Closing. The initial meeting of the Implementation Working Group shall be attended by a competition lawyer and an agenda will be circulated to the Purchaser's Lawyers and the Seller's Lawyers in advance of each meeting. 5.4.4 The Implementation Working Group shall start to plan for separation and migration activities that are necessary or desirable in connection with the Transaction including the Reorganisation (“Separation Planning”). Such Separation Planning shall include: (i) identification of resources required to engage in such Separation Planning; (ii) discussion and agreement of the activities required to achieve successful continuity of the operation of the Group at Closing, and the successful provision of services under the Transitional Services Agreement from Closing; (iii) preparation and agreement of a high-level migration plan setting out a timetable for migration of the services provided under the Transitional Services Agreement to a replacement provider (which may include the Purchaser) following Closing; (iv) discussing any matters relating to the Dry Run Statement, the preparation of the Draft Closing Statement and/or any matters that may reasonably be expected to result in the Linden Homes TGAV Adjustment Amount exceeding the Linden Homes TGAV Limit or the Partnerships & Regeneration TGAV being exceeding the Partnerships & Regeneration TGAV Limit; (v) monitoring and assessing the progress of the Restructuring Plan and agreeing any modifications to the Restructuring Plan; and (vi) monitoring the progress of Separation Planning by way of a recurring agenda item regarding the same. 5.4.5 A recurring agenda item shall be included in the agenda for the meetings of the Implementation Working Group, to cover the provision of reasonable updates from the Seller to the Purchaser in connection with any material developments with third parties (including partners in respect of Joint Ventures) in the context of third party consents the Seller has agreed to seek in connection with the Restructuring and the transactions contemplated by this Agreement, including any actual or anticipated challenges in obtaining such consents that the Seller may become aware of. 5.4.6 The Seller and the Purchaser shall procure that any information reasonably requested by the Implementation Working Group in connection with the activities of the Implementation Working Group (including information reasonably required for the purposes of facilitating integration and transition between the Group and the Purchaser's Group at and following Closing) is, in so far as is reasonably practicable, shared with all members of the implementation Working Group by e-mail, recorded or special delivery or courier or, if it is not reasonably practicable to deliver such requested information in such a manner, by making such information available for inspection by all members of the Implementation Working Group (or their duly appointed representatives), provided that nothing in this Clause 5.4.6 shall require the sharing of any information which the relevant party considers (acting reasonably and in good faith) would be likely to result in a breach of Applicable Law (including for the avoidance of doubt, applicable competition law) or any obligations or duties of confidentiality owed by (as applicable) the Seller's Group or the Group or the Purchaser's Group to a third party.

Implementation Working Group. 5.4.1 As soon as reasonably practicable (and no later than five Business Days) after the date of this Agreement, the Seller and the Purchaser shall establish and operate an implementation working group (the “Implementation Working Group”). Each of the Seller and the Purchaser may appoint and remove, by Notice in writing to the other party, up to five (5) members of the Implementation Working Group, each with appropriate skills and experience and knowledge relevant for the purposes of Separation Planning (as defined below) (but such members must not be engaged in any market-facing activities for the Seller or Purchaser, as the case may be). 5.4.2 The quorum for meetings of the Implementation Working Group shall be one member appointed by each of the Seller and the Purchaser and all decisions of the Implementation Working Group shall be made by simple majority of those present, provided that such simple majority shall include at least one member appointed by each of the Seller and the Purchaser. Any such decisions shall not operate so as to vary the terms of this Agreement or any other Transaction Document save to the extent that this Agreement or such Transaction Document is varied in accordance with its terms and in the case of any inconsistency, the terms of the Transaction Documents shall prevail over any decision of the Implementation Working Group). 5.4.3 The Implementation Working Group shall meet (which may be by telephone / teleconference) as often as is reasonably necessary for the purpose of achieving successful continuity of the operations of the Group at Closing. The initial meeting of the Implementation Working Group shall be attended by a competition lawyer and an agenda will be circulated to the Purchaser's ’s Lawyers and the Seller's ’s Lawyers in advance of each meeting. 5.4.4 The Implementation Working Group shall start to plan for separation and migration activities that are necessary or desirable in connection with the Transaction including the Reorganisation (“Separation Planning”). Such Separation Planning shall include: (i) identification of resources required to engage in such Separation Planning; (ii) discussion and agreement of the activities required to achieve successful continuity of the operation of the Group at Closing, and the successful provision of services under the Transitional Services Agreement from Closing; (iii) preparation and agreement of a high-level migration plan setting out a timetable for migration of the services provided under the Transitional Services Agreement to a replacement provider (which may include the Purchaser) following Closing; (iv) discussing any matters relating to the Dry Run Statement, the preparation of the Draft Closing Statement and/or any matters that may reasonably be expected to result in the Linden Homes TGAV Adjustment Amount exceeding the Linden Homes TGAV Limit or the Partnerships & Regeneration TGAV being exceeding the Partnerships & Regeneration TGAV Limit; (v) monitoring and assessing the progress of the Restructuring Plan and agreeing any modifications to the Restructuring Plan; and (vi) monitoring the progress of Separation Planning by way of a recurring agenda item regarding the same. 5.4.5 A recurring agenda item shall be included in the agenda for the meetings of the Implementation Working Group, to cover the provision of reasonable updates from the Seller to the Purchaser in connection with any material developments with third parties (including partners in respect of Joint Ventures) in the context of third party consents the Seller has agreed to seek in connection with the Restructuring and the transactions contemplated by this Agreement, including any actual or anticipated challenges in obtaining such consents that the Seller may become aware of. 5.4.6 The Seller and the Purchaser shall procure that any information reasonably requested by the Implementation Working Group in connection with the activities of the Implementation Working Group (including information reasonably required for the purposes of facilitating integration and transition between the Group and the Purchaser's Group at and following Closing) is, in so far as is reasonably practicable, shared with all members of the implementation Working Group by e-mail, recorded or special delivery or courier or, if it is not reasonably practicable to deliver such requested information in such a manner, by making such information available for inspection by all members of the Implementation Working Group (or their duly appointed representatives), provided that nothing in this Clause 5.4.6 shall require the sharing of any information which the relevant party considers (acting reasonably and in good faith) would be likely to result in a breach of Applicable Law (including for the avoidance of doubt, applicable competition law) or any obligations or duties of confidentiality owed by (as applicable) the Seller's ’s Group or the Group or the Purchaser's ’s Group to a third party.