Common use of Scheme Booklet Clause in Contracts

Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then: (i) if the relevant part of the Scheme Booklet is ▇▇▇▇ Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by ▇▇▇▇ (acting reasonably and in good faith); (ii) if applicable and if the relevant part of the Scheme Booklet is Latitude Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Latitude; and (iii) in any other case, 92 Energy (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that: (i) 92 Energy is responsible for the 92 Energy Information contained in the Scheme Booklet; (ii) ▇▇▇▇ is responsible for the ▇▇▇▇ Information contained in the Scheme Booklet; (iii) Latitude is responsible for the Latitude Information contained in the Scheme Booklet, if applicable; (iv) the Independent Expert is responsible for the Independent Expert’s Report, and none of 92 Energy, ▇▇▇▇ or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to 92 Energy by a Third Party in connection with the Independent Expert's Report; and (v) if the Scheme Booklet contains a tax opinion, that tax adviser is responsible for such tax opinion. (c) Each party must undertake appropriate due diligence and verification processes for the information supplied by that party for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the 92 Energy Information and the ▇▇▇▇ Information is concerned, as applicable) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect. ▇▇▇▇ undertakes and agrees to use commercially reasonable endeavours to procure that Latitude provides all necessary Latitude Information to 92 Energy on a timely basis and when reasonably requested by 92 Energy, including the verification of such information, together with all other reasonable assistance reasonably requested of Latitude by 92 Energy in respect thereof. Each party acknowledges that it is not responsible for the Latitude Information contained in the Scheme Booklet, and it is the responsibility of Latitude to undertake appropriate due diligence and verification processes for the information supplied by Latitude for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the Latitude Information is concerned) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect.

Scheme Booklet. ‌ (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then: (i) if the relevant part of the Scheme Booklet is ▇▇▇▇ Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by ▇▇▇▇ (acting reasonably and in good faith); (ii) if applicable and if the relevant part of the Scheme Booklet is Latitude Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Latitude; and (iii) in any other case, 92 Energy (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that: (i) 92 Energy is responsible for the 92 Energy Information contained in the Scheme Booklet; (ii) ▇▇▇▇ is responsible for the ▇▇▇▇ Information contained in the Scheme Booklet; (iii) Latitude is responsible for the Latitude Information contained in the Scheme Booklet, if applicable; (iv) the Independent Expert is responsible for the Independent Expert’s Report, and none of 92 Energy, ▇▇▇▇ or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to 92 Energy by a Third Party in connection with the Independent Expert's Report; and (v) if the Scheme Booklet contains a tax opinion, that tax adviser is responsible for such tax opinion. (c) Each party must undertake appropriate due diligence and verification processes for the information supplied by that party for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the 92 Energy Information and the ▇▇▇▇ Information is concerned, as applicable) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect. ▇▇▇▇ undertakes and agrees to use commercially reasonable endeavours to procure that Latitude provides all necessary Latitude Information to 92 Energy on a timely basis and when reasonably requested by 92 Energy, including the verification of such information, together with all other reasonable assistance reasonably requested of Latitude by 92 Energy in respect thereof. Each party acknowledges that it is not responsible for the Latitude Information contained in the Scheme Booklet, and it is the responsibility of Latitude to undertake appropriate due diligence and verification processes for the information supplied by Latitude for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the Latitude Information is concerned) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect.

Scheme Booklet. (a) If Coalspur must consult with KCE as to the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, thenBooklet (other than KCE Information). (b) KCE must consult with Coalspur as to the content of KCE Information. (c) The parties agree that: (i) if the relevant part efficient preparation of the Scheme Booklet is ▇▇▇▇ Information, 92 Energy in the interests of the parties and Coalspur Shareholders; and (ii) they will make such amendments use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to that part of produce the Scheme Booklet as required by ▇▇▇▇ (acting soon as reasonably practicable and in good faith);substantial accordance with the Timetable. (iid) if applicable KCE's obligations under clauses 6.3(c), 6.3(d) and if 6.3(e) relate only to the relevant part factual accuracy of KCE Information and KCE takes no responsibility for information in the Scheme Booklet is Latitude other than KCE Information. To that end, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Latitude; and (iii) in any other case, 92 Energy (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet. (b) The parties agree that the Scheme Booklet will contain include a responsibility statement to the effect that: (i) 92 Energy Coalspur has provided, and is responsible for for, the 92 Energy Coalspur Information contained in the Scheme Booklet, and that KCE and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the Coalspur Information; (ii) ▇▇▇▇ KCE has provided, and is responsible for for, the ▇▇▇▇ KCE Information contained in the Scheme Booklet; (iii) Latitude is responsible for the Latitude Information contained in the Scheme Booklet, if applicable;and that Coalspur and its directors, officers and advisors do not assume any responsibility for the accuracy or completeness of the KCE Information; and (iviii) the Independent Expert has provided, and is responsible for for, the Independent Expert’s Report, and none of 92 Energythat neither Coalspur, ▇▇▇▇ or KCE, nor their respective directors directors, officers or officers assumes advisors assume any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to 92 Energy by a Third Party in connection with the Independent Expert's Report; and (v) if the Scheme Booklet contains a tax opinion, that tax adviser is responsible for such tax opinion. (ce) Each party Coalspur must undertake appropriate due diligence and verification processes for the information supplied purposes of complying with clause 6.1(j) and will make such verification material available to KCE on request by that party for the Scheme Booklet to confirm the accuracy of that information and ensure it. (insofar as the 92 Energy Information and the ▇▇▇▇ Information is concerned, as applicablef) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect. ▇▇▇▇ undertakes and agrees to use commercially reasonable endeavours to procure that Latitude provides all necessary Latitude Information to 92 Energy on a timely basis and when reasonably requested by 92 Energy, including the verification of such information, together with all other reasonable assistance reasonably requested of Latitude by 92 Energy in respect thereof. Each party acknowledges that it is not responsible for the Latitude Information contained in the Scheme Booklet, and it is the responsibility of Latitude to KCE must undertake appropriate due diligence and verification processes for the purposes of complying with clause 6.3(e). (g) The parties must promptly inform the other if they have any reason to believe that any information supplied by Latitude for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the Latitude Information is concerned) in the Scheme Booklet is not false, or has become misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) whether because of KCE Information or otherwise. (h) If there is a dispute as to the content of any part of the Scheme Booklet (including KCE Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet: (i) Coalspur will have the final decision on the form or content of any material respectCoalspur Information; and (ii) KCE will have the final decision on the form or content of any KCE Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.