Common use of POST COMPLETION UNDERTAKINGS Clause in Contracts

POST COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of the Seller and each other member of the Virgin Media Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory to the Seller). 9.2 If, following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or any other member of the Virgin Media Group, that is not Disclosed: (a) each of the Buyer and the Seller shall co-operate and use its reasonable endeavours to obtain the release and discharge (with effect from Completion and on terms reasonably satisfactory to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee; (b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guarantee. 9.3 The Buyer shall indemnify the Seller and each member of the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure of a Target Group Company or UK Progco (as applicable) to promptly perform, discharge or satisfy a debt, liability or obligation which is the subject of a Virgin Media Guarantee. 9.4 The Buyer undertakes to the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction. 9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) days after the Completion Date (the “Registration Period”), it will: (a) hold such Target Shares and/or UK Progco Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them on or after Completion and all rights arising out of or in connection with them in trust for the Buyer; and (b) deal with and dispose of the Target Shares and/or UK Progco Shares and all such dividends, distributions and rights as are described in Clause 9.6 only as the Buyer may lawfully direct. 9.6 The Seller hereby irrevocably and unconditionally appoints the Buyer and any director of the Buyer for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that it may have in such regard) for the Registration Period only for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements which may now or at any time after Completion and during the Registration Period attach to or arise in respect of any of the Target Shares and/or UK Progco Shares and receiving notices of and attending and voting at all meetings of the members of each Target Company and UK Progco (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things in relation to any of the Target Shares and/or UK Progco Shares as the attorney may think fit, in each case from Completion to the end of the Registration Period. For such purpose, the Seller hereby authorises and instructs each Target Company and UK Progco to send all notices in respect of the Target Shares and/or UK Progco Shares to the Buyer during such period. 9.7 The Buyer undertakes to the Seller that it shall not permit the termination of the Tax Loss Surrender Agreements by any of the Target Companies in respect of the surrender of tax losses for any financial year (or part thereof) commencing on or before 1 January 2011 by the Seller or any of the Seller’s Affiliates and shall use its good faith efforts to procure, so far as it is able in its capacity as shareholder, the same will remain in full force and effect and duly performed by the Target Companies in accordance with their terms, including payment by the Target Companies of any amounts due under the Tax Loss Surrender Agreements, whether those payments are due before, on or after Completion (in every case, to the extent permitted by law). 9.8 The Buyer undertakes to the Seller to procure, as soon as practicable and in any event on a date no later than fifteen (15) Business Days from the Completion Date, that Flextech Satellite Investments Limited shall change its name to a name that does not incorporate “Flextech” or anything confusingly similar thereto.

POST COMPLETION UNDERTAKINGS. 9.1 16.1 The Buyer Vendor shall, and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of the Seller and procure that each other member of the Virgin Media Vendor Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory shall, upon receipt, send to the Seller). 9.2 IfPurchaser (or as it may direct) all notices, following Completioncorrespondence, it is discovered that a Virgin Media Guarantee has been orders or given or incurred enquiries to the extent they relate to the IMS Business which are received by the Seller or any other member of the Virgin Media GroupVendor Group during the twelve (12) months after the Completion Date. 16.2 On or as soon as possible after Completion, that is not Disclosed: (a) each the Purchaser shall, with the co-operation of the Buyer Vendor, procure that a joint notice in such form as is reasonably agreed between the parties is sent out to an agreed list of the IMS Business' suppliers, customers and clients advising them of the Seller transfer of the IMS Business. 16.3 Within 60 Business Days of Completion the Purchaser undertakes to notify the Vendor in writing whether the Purchaser requires the Vendor to procure that the US Relevant Vendor make an election for the US Target Company pursuant to IRCSS338(h)(10) (the VENDOR ELECTION). The Vendor shall co-operate and use its reasonable endeavours after Completion provide the Purchaser with such information as the Purchaser shall reasonably request to obtain assist the release and discharge (Purchaser in deciding whether it should require the Vendor to make the Vendor Election. 16.4 Subject to clause 16.6, if the Purchaser requires that a Vendor Election is made the Vendor undertakes to procure that the Vendor Election is made with effect 10 Business Days of receiving notification from Completion and on terms reasonably satisfactory the Purchaser pursuant to clause 16.3. 16.5 If the Purchaser notifies the Vendor that a Vendor Election is made the Purchaser undertakes to procure that the US Relevant Purchaser makes an election for the US Target Company pursuant to IRCSS338(h)(10) within 10 Business Days of issuing a notice pursuant to clause 16.3 to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee; (b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media GuaranteeVendor. 9.3 16.6 THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION** 16.7 The Buyer Vendor shall indemnify the Seller Purchaser and each member of the Virgin Media Purchaser Group againstand keep each of them indemnified against all Costs incurred by any of them in relation to all claims brought by: (i) any and all existing and former employees of the IMS Business and/or their families, and pay to them on demand an amount equal estate or dependants in relation to any cost, claim, demand, expense, loss, liability personal injury or obligation which the Seller or disease contracted by any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising such individual as a result of the failure of a Target Group Company or UK Progco exposure prior to Completion to Asbestos (as applicabledefined in Schedule 20) to promptly perform, discharge dust or satisfy a debt, liability or obligation which is Asbestos (as defined in Schedule 20) particles in the subject course of a Virgin Media Guarantee. 9.4 The Buyer undertakes to their employment with the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction. 9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares IMS Business; and (ii) thirty (30) days after the Completion Date (the “Registration Period”)any individuals and/or their families, it will: (a) hold such Target Shares and/or UK Progco Shares and any dividends and other distributions of profits estate or surplus or other assets declared, paid or made in respect of them on or after Completion and all rights arising out of or in connection with them in trust for the Buyer; and (b) deal with and dispose of the Target Shares and/or UK Progco Shares and all such dividends, distributions and rights as are described in Clause 9.6 only as the Buyer may lawfully direct. 9.6 The Seller hereby irrevocably and unconditionally appoints the Buyer and any director of the Buyer for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that it may have in such regard) for the Registration Period only for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements which may now or at any time after Completion and during the Registration Period attach to or arise in respect of any of the Target Shares and/or UK Progco Shares and receiving notices of and attending and voting at all meetings of the members of each Target Company and UK Progco (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things dependants in relation to any personal injury or disease contracted by any such individual as a result of exposure prior to Completion to asbestos dust or asbestos particles within or from a site owned or used by the IMS Business. 16.8 The Purchaser shall indemnify the Vendor and each member of the Target Shares and/or UK Progco Shares as the attorney may think fit, Vendor Group and keep each of them indemnified against all Costs incurred by any of them in each case from Completion relation to the end of the Registration Period. For such purpose, the Seller hereby authorises and instructs each Target Company and UK Progco all remediation works required to send all notices be carried out in respect of the Target Shares and/or UK Progco Shares to the Buyer during such period. 9.7 The Buyer undertakes to the Seller that it shall not permit the termination of the Tax Loss Surrender Agreements by any of the Target Companies Properties after Completion in respect of the surrender of tax losses for any financial year (or part thereof) commencing on or before 1 January 2011 by the Seller or any of the Seller’s Affiliates and shall use its good faith efforts to procure, so far as it is able in its capacity as shareholder, the same will remain in full force and effect and duly performed by the Target Companies in accordance with their terms, including payment by the Target Companies of any amounts due under the Tax Loss Surrender Agreements, whether those payments are due before, on or after Completion (in every case, such remediation works relate to the extent permitted by law)presence of Asbestos at the Properties. 9.8 The Buyer undertakes to the Seller to procure, as soon as practicable and in any event on a date no later than fifteen (15) Business Days from the Completion Date, that Flextech Satellite Investments Limited shall change its name to a name that does not incorporate “Flextech” or anything confusingly similar thereto.

POST COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge 17.1 For a period of the Seller and each other member of the Virgin Media Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory to the Seller). 9.2 If, six years following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or Purchaser shall make available to any other member Seller, at such Seller’s expense, the Books and Records of the Virgin Media Group, that is not Disclosed: (a) each of the Buyer and the Seller shall co-operate and use its reasonable endeavours to obtain the release and discharge (with effect from Completion and on terms reasonably satisfactory to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee; (b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guarantee. 9.3 The Buyer shall indemnify the Seller and each member of the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure of a Target Group Company or UK Progco (as applicable) to promptly perform, discharge or satisfy a debt, liability or obligation which is the subject of a Virgin Media Guarantee. 9.4 The Buyer undertakes to the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction. 9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) days after the Completion Date (the “Registration Period”), it will: (a) hold such Target Shares and/or UK Progco Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them on or after Completion and all rights arising out of or in connection with them in trust for the Buyer; and (b) deal with and dispose of the Target Shares and/or UK Progco Shares and all such dividends, distributions and rights as are described in Clause 9.6 only as the Buyer may lawfully direct. 9.6 The Seller hereby irrevocably and unconditionally appoints the Buyer and any director of the Buyer for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that it may have in such regard) for the Registration Period only for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements which may now or at any time after Completion and during the Registration Period attach to or arise in respect of any of the Target Shares and/or UK Progco Shares and receiving notices of and attending and voting at all meetings of the members of each Target Company and UK Progco (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things in relation to any of the Target Shares and/or UK Progco Shares as the attorney may think fit, in each case from Completion to the end of the Registration Period. For such purpose, the Seller hereby authorises and instructs each Target Company and UK Progco to send all notices in respect of the Target Shares and/or UK Progco Shares to the Buyer during such period. 9.7 The Buyer undertakes to the Seller that it shall not permit the termination of the Tax Loss Surrender Agreements by any of the Target Companies in respect of the surrender period prior to Completion which are reasonably required by that Seller for the purpose of dealing with its tax losses for any financial year (or part thereof) commencing on or before 1 January 2011 and accounting affairs. Such access to these Books and Records shall be granted upon reasonable notice by the Seller and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to the Seller for inspection (during normal working hours) and, where reasonably required for the purpose of dealing with such affairs, copying (at the Seller’s expense). 17.2 For a period of nine months following Completion, the Institutional Seller shall preserve and maintain its corporate existence and not propose or pass any resolution for the winding up of the Institutional Seller. 17.3 To ensure compliance with the restrictions imposed by this Agreement and the Securities Act with respect to the Share Equity Consideration, each Seller agrees that Amplify may issue appropriate “stop-transfer” instructions to its transfer agent, if any. Amplify shall not be required (i) to transfer on its books any portion of the Share Equity Consideration that have been sold or otherwise transferred in violation of any of the Seller’s Affiliates and shall use its good faith efforts provisions of this Agreement or applicable securities laws or (ii) to procuretreat as owner of such portion of the Share Equity Consideration, or to accord the right to vote or pay dividends, to any purchaser or other transferee to whom such portion of the Share Equity Consideration has been purportedly so far as it is able transferred. 17.4 Each book-entry security entitlement representing any Share Equity Consideration (or any other securities issued in its capacity as shareholderrespect of such shares upon any stock split, the same will remain in full force and effect and duly performed stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the Target Companies any Seller in accordance with their termsthe terms hereof shall bear the following legends (in addition to any other legends required by law or governing documents of Amplify): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including payment AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The first legend set forth in this clause 17.4 shall be removed by Amplify from any book-entry security entitlement evidencing the Share Equity Consideration upon delivery by the Target Companies holder thereof to Amplify of any amounts due a written request to that effect if at the time of such written request (i) a registration statement under the Tax Loss Surrender Agreements, whether those payments are due before, on or after Completion (Securities Act is at that time in every case, effect with respect to the extent permitted legended security or (ii) the legended security can be freely transferred in a transaction in compliance with Rule 144 under the Securities Act without such a registration pursuant to which Amplify issued the Share Equity Consideration, and, in the case of (ii) above, upon the request and in the discretion of Amplify or its transfer agent, the holder of such Share Equity Consideration (x) executes and delivers a representation letter that includes customary representations satisfactory to Amplify and its transfer agent regarding the holding requirements under Rule 144 under the Securities Act and whether such holder is an “affiliate” of Amplify for purposes of Rule 144 under the Securities Act and (y) secures the delivery to Amplify’s transfer agent of an opinion by law)counsel for Amplify, that such security can be freely transferred in a public sale in compliance with Rule 144 under the Securities Act or otherwise without a registration statement pursuant to an available exemption from the registration requirements of the Securities Act and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Amplify issued the Share Equity Consideration; provided, that such opinion need not opine on whether or not such holder is an “affiliate” for purposes of Rule 144 under the Securities Act. 9.8 The Buyer undertakes 17.5 Each Seller acknowledges and the Purchaser shall procure that each Group Company acknowledges that the Purchaser may make an election pursuant to Section 338(g) of the Seller Code (a “Section 338(g) Election”) with respect to procureany Group Company that is a foreign corporation within the meaning of Section 7701(a)(5) of the United States Internal Revenue Code of 1986, as soon amended (the “Code”) in connection with the transactions effected and/or contemplated pursuant to this Agreement. In the event that a Section 338(g) Election is made, the Purchaser shall be responsible for preparing any applicable purchase price allocation for Tax purposes, and the Purchaser shall, and shall procure that each applicable Group Company shall, and the Sellers shall each file all Tax Returns, and execute such other documents as practicable may be required by any Governmental Authority, in a manner consistent with such purchase price allocation. The Purchaser, the Group Companies, and in the Sellers agree not to take any event on a date no later than fifteen (15position inconsistent with any Section 338(g) Business Days from the Completion Date, that Flextech Satellite Investments Limited shall change its name to a name that does not incorporate “Flextech” Election or anything confusingly similar theretorelated purchase price allocation.