Common use of Preparation of Scheme Booklet Clause in Contracts

Preparation of Scheme Booklet. (a) Subject to APA complying with its obligations under clause 6(d), Envestra must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this Agreement and use all reasonable endeavours to do so in accordance with the Timetable. (b) Envestra must use reasonable endeavours to ensure that the Scheme Booklet complies with the requirements of the Corporations Act, the ASX Listing Rules and all ASIC Regulatory Guides applicable to members' schemes of arrangement under Part 5.1 of the Corporations Act, except in respect of the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information. (c) Envestra must make available to APA drafts of the Scheme Booklet (including any draft of a report by the Independent Expert but excluding those sections containing the Independent Expert's opinions or conclusions) and consult with APA in relation to the content of those drafts, and consider in good faith, for the purpose of amending those drafts, comments from APA and its advisers on those drafts received on a timely basis. (d) Subject to paragraph (e), APA must: (i) provide to Envestra such information regarding APA, the APA Group, the APA Securities and the Combined Group as is required to ensure that the Scheme Booklet complies with the requirements of the Corporations Act, the ASX Listing Rules and all ASIC Regulatory Guides applicable to members’ schemes of arrangement under Part 5.1 of the Corporations Act, including all the information that would be required under sections 636(1)(c), (f), (ga), (h), (i), (k)(ii), (l) and (m) of the Corporations Act to be included in a bidder’s statement if APA were offering the Scheme Consideration as consideration under a takeover bid (APA acknowledging that Envestra will rely on such information to prepare the Scheme Booklet and agreeing that the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information will be provided in good faith); and (ii) provide to Envestra such assistance as Envestra may reasonably require in order to adapt such information for inclusion in the Scheme Booklet, as soon as reasonably practicable after the date of this Agreement (and must use all reasonable endeavours to do so in accordance with the Timetable). (e) APA’s obligation under paragraph (d) to provide information regarding the Combined Group is subject to Envestra providing (and Envestra must provide) APA in a timely manner with such information regarding the Envestra Group as is reasonably necessary for APA to prepare the information regarding the Combined Group required by the disclosure requirements referred to in sub-paragraph (d)(i). (f) Envestra must: (i) only use the APA Scheme Booklet Information (to the extent that it is confidential) and the Combined Group Scheme Booklet Information (to the extent that it is confidential) with the prior written consent of APA (not to be unreasonably withheld or delayed); and (ii) from the date of the First Court Hearing until the Implementation Date, promptly inform APA if it becomes aware that the Scheme Booklet contains a statement that is or has become misleading or deceptive in a material respect or that contains a material omission. (g) The parties acknowledge that the Scheme Booklet will contain statements to the effect that: (i) Envestra is responsible for the contents of the Scheme Booklet other than, to the maximum extent permitted by law, the APA Scheme Booklet Information, the Combined Group Scheme Booklet Information, the Independent Expert’s Report, the Investigating Accountant’s Report and the Tax Section (except to the extent that the Tax Section has been prepared based on information provided by Envestra). APA and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of any such Envestra information; and (ii) APA is responsible for the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information. APA is also responsible for the Tax Section, to the extent it has been prepared based on information provided by APA. Envestra and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the APA Scheme Booklet Information or the Combined Group Scheme Booklet Information. (h) If the parties disagree on the form or content of the Scheme Booklet (including any update to the Scheme Booklet to be made in accordance with clause 4.1(k)): (i) they must consult in good faith to try to settle an agreed form of the Scheme Booklet (or an agreed form of the update to the Scheme Booklet, as applicable); and (ii) failing agreement within five Business Days, the dispute must be referred to the chairmen of Envestra and APA. If within five Business Days of the referral to the chairmen there is still no agreement between the parties, the final form and content of the Scheme Booklet (or the form and content of the update to the Scheme Booklet, as applicable): (iii) the Envestra Scheme Booklet Information shall be determined by Envestra, acting reasonably; and (iv) the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information shall be determined by APA, acting reasonably, provided that if Envestra, acting reasonably, disagrees with the final form or content (or both) of the APA Scheme Booklet Information or the Combined Group Scheme Booklet Information (or both) as determined by APA under paragraph (iv) above, Envestra may terminate this Agreement by notice in writing to APA at any time up until the relevant information has been despatched by Envestra in accordance with clause 4.1(j) or clause 4.1(k) (as applicable). (i) Envestra must undertake appropriate verification procedures in relation to the Envestra Scheme Booklet Information and APA must undertake appropriate verification procedures in relation to the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information. 7.1 Conduct of business (a) preserve intact its current business organisation including keeping available the services of its officers and employees; (b) preserve its relationships with customers, suppliers, licensors, licensees and others having business dealings with it; and (c) maintain the condition of its business and assets, including maintaining at least its current level of insurance (provided such level of insurance continues to be generally available).