Common use of Business Plan and Budget Clause in Contracts

Business Plan and Budget. 12.1 The activities and operations of the Company shall be conducted in full accordance with the jointly agreed Business Plan covering a five-year period with the initial business plan being included as SCHEDULE [*] to this Contract. The Initial Business Plan shall set out the key financial, operating and performance targets, statistics, criteria or performance indicators that the Company is to execute upon and adhere to for each year. 12.2 The Initial Business Plan shall be deemed approved by the Parties upon signing of this Contract without any further formalities in this regard. Not later than three (3) months prior to the end of the period covered by the then-current Business Plan or such other time as agreed by the General Meeting, the Company shall submit an updated Business Plan to the General Meeting for its approval. In the event that the updated Business Plan is not approved by the end of the period covered by the then-current Business Plan, the Company shall continue to operate in accordance with the then-current Business Plan until the disagreement with respect to the Business Plan is finally resolved in accordance with the procedures described in Clause 10.5. 12.3 The Initial Business Plan shall serve as the first budget as attached to this Contract as SCHEDULE [*] shall be deemed approved by the Parties upon signing of this Contract without any further formalities in this regard. Any subsequent budget covering a financial year based on the Business Plan shall be submitted by the Board to the General Meeting for its approval not later than the end of the second week of the last calendar month (the “Deadline”) of the immediately preceding financial year. 12.4 If the General Meeting has not approved the applicable Budget by the Deadline, the last approved Budget shall continue to apply for the first three (3) months of the subsequent financial year. In the event that such Budget is not approved within the first three months of the subsequent financial year, the Company shall continue to be operated in accordance with the last approved Budget until the disagreement with respect to the Budget is finally resolved in accordance with the procedures described in Clause 10.5.

Business Plan and Budget. 12.1 (a) The activities initial Business Plan and operations Budget for the Company consists of the Business Principles and the three-year budget governing the Company, and is attached hereto as Schedule II (the “Initial Business Plan and Budget”), and shall be considered to be adopted and approved by the Shareholders as the Business Plan and Budget of the Company as of the date hereof. Within 90 days of the date hereof, the Company’s management team shall be conducted in full accordance with develop and present to the jointly agreed Business Plan covering Board of Managers for approval and adoption a five-year period with the initial business plan being included as SCHEDULE [*] to this Contract. The revised Initial Business Plan shall consisting of the items set out the key financial, operating and performance targets, statistics, criteria or performance indicators that the Company is to execute upon and adhere to for each yearforth in Section 11.1(b). 12.2 The Initial Business Plan shall be deemed approved by the Parties upon signing of this Contract without any further formalities in this regard. Not (b) No later than three (3) months 180 days prior to the end beginning of each subsequent Fiscal Year, the period covered by the then-current Board of Managers shall cause to be prepared a Business Plan or such other time as agreed by and Budget, in compliance with the General Meeting, the Company shall submit an updated principles set forth in this Agreement. Each Business Plan and Budget shall include detailed line items and projections for the coming two Fiscal Years, and at least summary line items and projections for the subsequent three Fiscal Years. (c) Each such Business Plan and Budget shall be subject to the General Meeting for its approvalapproval of Board of Managers. In the event that the updated Board of Managers does not approve a Business Plan is not approved and Budget for a Fiscal Year prior to the beginning of such Fiscal Year, the Business Plan and Budget for the then current year shall remain in effect until modified by the end Board of Managers, except for any non-recurring or extraordinary items set forth in such current year’s Business Plan and Budget. (d) The Board of Managers shall meet with the Chief Executive Officer and the Chief Financial Officer and other appropriate officers of the period covered by Company at least once every fiscal quarter to discuss the then-current Business Plan, the Company shall continue to operate in accordance with the then-current Business Plan until the disagreement with respect Company’s actual financial performance compared to the Business Plan is finally resolved in accordance with the procedures described in Clause 10.5. 12.3 The Initial Business Plan shall serve as the first budget as attached and Budget, and whether any adjustment should be made to this Contract as SCHEDULE [*] shall be deemed approved by the Parties upon signing of this Contract without any further formalities in this regard. Any subsequent budget covering a financial year based on the Business Plan shall be submitted by and Budget including any adjustment to reflect the Board to the General Meeting for its approval not later than the end performance of any other entities engaged in like business of the second week of the last calendar month (the “Deadline”) of the immediately preceding financial yearCompany. 12.4 If the General Meeting has not approved the applicable Budget by the Deadline, the last approved Budget shall continue to apply for the first three (3) months of the subsequent financial year. In the event that such Budget is not approved within the first three months of the subsequent financial year, the Company shall continue to be operated in accordance with the last approved Budget until the disagreement with respect to the Budget is finally resolved in accordance with the procedures described in Clause 10.5.

Business Plan and Budget. 12.1 The activities (a) CPP has prepared and operations of delivered to Holdings a business plan, dated January 31, 1996, and updated by the Company shall be conducted in full accordance with "1997 Budget Overview" presented to Holdings on September 16, 1996, for the jointly agreed Business Plan Partnership covering a five-year period with that includes the initial period from the date of this Agreement through December 31, 1999 (such business plan plan, as so updated, being included referred to herein as SCHEDULE [*] to this Contractthe "Initial Business Plan"). The Initial Business Plan shall set out the key financial, includes capital expenditure and operating and performance targets, statistics, criteria or performance indicators that the Company is to execute upon and adhere to budgets for each yearFiscal Year covered thereby. 12.2 The Initial (b) Prior to the start of each Fiscal Year, the Managing Partner shall adopt (i) a budget (the "Budget") for the forthcoming Fiscal Year including an income statement (prepared on an accrual basis), which shall show in reasonable detail the revenues and expenses projected for the Partnership's business for the forthcoming Fiscal Year, and a balance sheet and cash flow statement, which shall show in reasonable detail the receipts and disbursements projected for the Partnership's business for the forthcoming Fiscal Year and the amount of any corresponding cash deficiency or surplus, projected Capital Contributions, if any, and any contemplated borrowings of the Partnership and (ii) a revised Business Plan ("Business Plan") for the Fiscal Year covered by the Budget and the succeeding four Fiscal Years. Each Budget and Business Plan shall be deemed approved prepared on a basis consistent with the Proposed Budget and Proposed Business Plan submitted by the Parties upon signing of this Contract without any further formalities in this regardManaging Partner pursuant to Section 5.2(c) and the Partnership's audited financial statements. Not later than three (3) months prior to the end The day-to-day business and operations of the period covered by the then-current Business Plan or such other time as agreed by the General Meeting, the Company Partnership during each Fiscal Year shall submit an updated Business Plan to the General Meeting for its approval. In the event that the updated Business Plan is not approved by the end of the period covered by the then-current Business Plan, the Company shall continue to operate be conducted in accordance with the then-current Business Plan until and Budget adopted by the disagreement Managing Partner for such Fiscal Year (as it may have been amended in accordance with Section 5.2(c)) and the policies, strategies and standards established by the Managing Partner. Nothing contained in the Initial Business Plan (or any subsequent Business Plan) shall be binding upon the Partners or the Partnership, except to the extent specifically set forth in the applicable provisions of this Agreement. Notwithstanding anything to the contrary set forth in the Initial Business Plan (or any subsequent Business Plan) or this Agreement, in the event of any conflict or inconsistency between the Initial Business Plan (or any subsequent -43- December 12, 1996 Business Plan) and this Agreement, such conflict or inconsistency shall be resolved in favor of the applicable terms and provisions of this Agreement to the extent required to give full effect to such applicable terms and provisions. For example, by failing to object to any Business Plan in a Budget Objection pursuant to Section 5.2(c), a Partner will not have thereby agreed that any assumption or set of assumptions contained in such Business Plan (i) is the basis for any agreement by or between the Partners and/or the Partnership (or any of their respective Affiliates), (ii) cannot be changed (to the extent any such change would not thereby become inconsistent with the applicable terms and provisions of this Agreement), or (iii) is binding with respect to any transaction or other course of dealing or otherwise between the Partnership and such Partner or between the Partners other than as specifically set forth in this Agreement. (c) The Managing Partner shall submit annually to the Non-Managing Partner at least sixty (60) days prior to the start of each Fiscal Year after the first full Fiscal Year a proposed Budget ("Proposed Budget") for the forthcoming Fiscal Year and a proposed Business Plan ("Proposed Business Plan") for the Fiscal Year covered by the Proposed Budget and the succeeding four Fiscal Years. If the Managing Partner proposes to make any amendment or modification to the Business Plan is finally resolved or Budget then in accordance with effect (each, a "Proposed Change"), the procedures described in Clause 10.5. 12.3 The Initial Business Plan Managing Partner shall serve as submit to the first budget as attached Non-Managing Partner at least thirty (30) days prior to this Contract as SCHEDULE [*] shall be deemed approved by the Parties upon signing proposed effective date of this Contract without any further formalities in this regard. Any subsequent budget covering the Proposed Change a financial year based brief description of the Proposed Change and an analysis of the effect such Proposed Change would have on the Business Plan or Budget then in effect. The Managing Partner shall solicit the comments of the Non-Managing Partner with respect to each Proposed Budget and Proposed Business Plan or Proposed Change. If the Non- Managing Partner objects to any provision of a Proposed Budget or Proposed Business Plan or to any Proposed Change, the Non-Managing Partner may commence the negotiation procedures described below by giving written notice to the Managing Partner of its objections to the Proposed Business Plan, Proposed Budget or Proposed Change (a "Budget Objection") within twenty (20) days after its receipt of the Proposed Business Plan and Proposed Budget or ten (10) days after its receipt of notice of the Proposed Change. Following the delivery of a Budget Objection, the Partners shall cooperate in good faith and confer with the Chief Executive Officer and senior officers of the Partnership for the purpose of resolving by agreement between the Partners the objections described in the Budget Objection; if the Partners are unable to resolve the objections described in the Budget Objection within ten (10) days, the Non-Managing Partner may, by written notice to the Managing Partner, elect to require the Partners to further attempt to resolve the objections as follows: (i) The Partners shall refer the objections described in the Budget Objection to the chief executive officers of Holdings and Cox Parent for resolution. (ii) If the chief executive officers of Holdings and Cox Parent fail to resolve the objections within ten (10) days after the objections are referred to them, each Partner shall prepare a brief (a "Brief"), which includes a summary of the issue, its proposed resolution of the issue and considerations in support of such proposed resolution, not later than ten (10) days following the failure of the chief executive officers to resolve the objections, and the Briefs will be submitted to such reputable and experienced mediation service as is selected by -44- December 12, 1996 agreement between the Partners or, failing such agreement, by the Chief Executive Officer (the "Mediator"). During a period of ten (10) days, the Mediator and the Partners shall attempt to resolve the objections described in the Budget Objection. (d) Neither the solicitation by the Managing Partner of the Non-Managing Partner's comments on each Proposed Budget and Proposed Business Plan and on each Proposed Change nor the right of the Non-Managing Partner to give notice of a Budget Objection and to initiate the negotiation procedures described in Section 5.2(c) will impair or delay the right and obligation of the Managing Partner to adopt, or the right and obligation of the Managing Partner and the management of the Partnership to implement, a Budget and Business Plan and any Proposed Change in accordance with Section 5.2(b) (regardless whether any objections of the Non-Managing Partner have been resolved prior to the adoption of such Budget and Business Plan or implementation of any Proposed Change); provided, however, if the Non-Managing Partner has given notice of a Budget Objection, the Managing Partner shall not adopt or cause the management of the Partnership to implement the Budget, Business Plan or Proposed Change to which the Budget Objection relates until the conclusion of the negotiation procedures described in Section 5.2(c). (e) With respect to each Fiscal Year after the first full Fiscal Year, the Managing Partner shall submit to the Non-Managing Partner a preliminary draft of the Proposed Budget to be submitted by the Board Managing Partner pursuant to Section 5.2(c) at least one hundred twenty (120) days prior to the General Meeting for its approval not later than the end start of such Fiscal Year and a final draft of the second week Proposed Budget to be submitted by the Managing Partner pursuant to Section 5.2(c) at least ten (10) Business Days prior to the date on which the chief executive officer of the last calendar month (the “Deadline”Holdings is obligated under Section 5.2(c) of the immediately preceding financial year. 12.4 If the General Meeting has not approved the applicable Budget Holdings Partnership Agreement (taking into account any extensions agreed to by the Deadline, Holdings Partners) to submit a proposed annual budget and business plan to the last approved Partnership Board of Holdings for the fiscal year of Holdings that corresponds to such Fiscal Year. Such drafts of the Proposed Budget shall continue be prepared by the Managing Partner in good faith, but the Managing Partner shall have the right to apply for modify such drafts in its discretion in preparing the first three (3) months of the subsequent financial year. In the event that such Proposed Budget is not approved within the first three months of the subsequent financial year, the Company shall continue to be operated in accordance with the last approved Budget until the disagreement with respect submitted by it pursuant to the Budget is finally resolved in accordance with the procedures described in Clause 10.5Section 5.2(c).

Business Plan and Budget. 12.1 The activities 7.1 At Completion, the First Budget and operations of the Company shall be conducted in full accordance with the jointly agreed Business Plan covering a five-year period with the initial business plan being included as SCHEDULE [*] to this Contract. The Initial Business Plan shall set out the key financial, operating and performance targets, statistics, criteria or performance indicators that the Company is to execute upon and adhere to for each year. 12.2 The Initial First Business Plan shall be deemed approved adopted by the Parties upon signing HoldCo Group as its Business Plan and Budget. 7.2 Within twelve (12) Business Days of this Contract without any further formalities Completion or on 15 December 2021 (whichever is later), the Executive Management Team shall submit to the HoldCo Board for consideration a draft Business Plan for the period commencing on 1 January 2022 and ending on 31 December 2024 (with the same level of detail as, and with appropriate adjustments to, the First Business Plan).‌ 7.3 The HoldCo Board shall meet to discuss, amend (as required) and approve the draft Business Plan submitted to it in this regard. Not accordance with clause 7.2 no later than twelve (12) Business Days after its submission (such approval to be given by the HoldCo Board acting by way of a Super Majority Resolution).‌ 7.4 At least sixteen (16) Business Days before the beginning of each subsequent Financ ial Year (beginning with the Financial Year commencing on 1 January 2023), the Executive Management Team shall submit to the HoldCo Board for consideration:‌ (a) a draft Business Plan for the three (3) months prior year period commencing on 1 January of that Financial Year (with the same level of detail as, and with appropriate adjustments to, the then-current Business Plan); and (b) a draft Budget for that Financial Year (based on, with the same level of detail as and with appropriate updates to, the then-current Budget). 7.5 The HoldCo Board shall meet to discuss, amend (as required) and approve the end draft Business Plan and draft Budget submitted to it in accordance with clause 7.4 no later than four (4) Business Days before the beginning of the period covered Financial Year (such approva l to be given by the HoldCo Board acting by way of a Super Majority Resolution).‌ 7.6 The Business Plan and Budget as approved in accordance with clause 7.3 or clause 7.5 (as applicable) shall be adopted by the HoldCo Group as its Business Plan and Budget for the relevant Financial Year. 7.7 If the HoldCo Board does not approve a Business Plan and/or Budget under clause 7.3 or clause 7.5 (as applicable), the then-current Business Plan or and/or Budget (as applicable) with such other time non-material amendments as agreed by are required to permit the General Meeting, the Company shall submit an updated Business Plan to the General Meeting for its approval. In the event that the updated Business Plan is not approved by the end conduct of the period covered by Business in the then-current Business Plan, the Company shall continue ordinary course having regard to operate any change in accordance with the then-current Business Plan until the disagreement with respect to the Business Plan is finally resolved in accordance with the procedures described in Clause 10.5. 12.3 The Initial Business Plan shall serve as the first budget as attached to this Contract as SCHEDULE [*] shall be deemed approved by the Parties upon signing of this Contract without any further formalities in this regard. Any subsequent budget covering a financial year based on the Business Plan shall be submitted by the Board to the General Meeting for its approval not later than the end of the second week of the last calendar month (the “Deadline”) of the immediately preceding financial year. 12.4 If the General Meeting has not approved the applicable Budget by the Deadline, the last approved Budget circumstances shall continue to apply for the first three unless and until a new Business Plan and/or Budget (3as applicable) months of the subsequent financial year. In the event that such Budget is not approved within the first three months of the subsequent financial year, the Company shall continue to be operated in accordance with the last approved Budget until the disagreement with respect to the Budget is finally resolved in accordance with the procedures described in Clause 10.5are approved.