Common use of Preparation of Filings, etc Clause in Contracts

Preparation of Filings, etc. (1) Vivendi, Canal and Seagram shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4. (2) Each of Vivendi, Canal and Seagram shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5, 2.6, 2.7 and 2.8 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) Vivendi, Canal and Seagram shall each promptly notify each other if at any time before the Effective Time it becomes aware that the Seagram Circular, Canal Circular or the Vivendi Circular, respectively, an application for an order or any other document described in Section 2.8 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Circular or the Vivendi Circular or such application or other document. In any such event, Vivendi, Canal and Seagram shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal or Seagram and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (4) Seagram shall ensure that the Seagram Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi shall ensure that the Vivendi Circular and that the Form F-4 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do so. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Canal Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do so.

Preparation of Filings, etc. (1) Vivendi, Canal ALCATEL and Seagram NEWBRIDGE shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of VivendiArrangement, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendiprovided, Canal and Seagram shallhowever, as promptly as practicable after receipt thereofthat, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular Canadian or the Form F-4 received U.S. federal, provincial, state or territorial qualifications, ALCATEL shall not be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where it is not now so subject, except as to matters and transactions arising solely from the SEC or any other Governmental Entity. The parties shall cooperate and provide exchange of the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars Exchangeable Shares and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, provision and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, listing of the time when ALCATEL ADSs and the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4ALCATEL ADRs. (2) Each of Vivendi, Canal ALCATEL and Seagram NEWBRIDGE shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5, 2.6, 2.6 and 2.7 and 2.8 and the foregoing provisions of this Section 2.92.8, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) Vivendi, Canal ALCATEL and Seagram NEWBRIDGE shall each promptly notify each the other if at any time before the Effective Time it becomes aware that the Seagram Circular, Canal NEWBRIDGE Circular or the Vivendi ALCATEL Circular, respectively, an application for an order or any other document described in Section 2.8 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal NEWBRIDGE Circular or the Vivendi ALCATEL Circular or such application or other document. In any such event, Vivendi, Canal ALCATEL and Seagram NEWBRIDGE shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal NEWBRIDGE Circular or the Vivendi ALCATEL Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal ALCATEL or Seagram NEWBRIDGE and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (4) Seagram NEWBRIDGE shall ensure that the Seagram NEWBRIDGE Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Seagram NEWBRIDGE Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal ALCATEL or any third party that is not an affiliate of Seagram) NEWBRIDGE). Without limiting the generality of the foregoing, NEWBRIDGE shall ensure that the NEWBRIDGE Circular provides holders of NEWBRIDGE Common Shares with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the NEWBRIDGE Meeting, and each of Vivendi and Canal ALCATEL shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi ALCATEL shall ensure that the Vivendi ALCATEL Circular and that the Form F-4 F-3 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi ALCATEL Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram NEWBRIDGE or any third party that is not an affiliate of VivendiALCATEL). Without limiting the generality of the foregoing, ALCATEL shall ensure that the ALCATEL Circular provides ALCATEL Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the ALCATEL Meeting, and Seagram NEWBRIDGE shall provide all information regarding it necessary to do so. (6) Canal NEWBRIDGE shall, at least 45 days prior to the date of the NEWBRIDGE Meeting, deliver to ALCATEL a list reasonably satisfactory to ALCATEL setting forth the names and addresses of all Persons who are at the time "affiliates" of NEWBRIDGE for purposes of Rule 145 under the 1933 Act. NEWBRIDGE shall ensure that furnish such information and documents as ALCATEL may reasonably request for the Canal Circular complies with all applicable Laws andpurpose of reviewing such list, and NEWBRIDGE shall, without limiting expending any moneys or other consideration, use its reasonable best efforts to cause each Person who is identified as an affiliate on such list to execute a written agreement at least 30 days prior to the generality date of the foregoingNEWBRIDGE Meeting in a form acceptable to ALCATEL and NEWBRIDGE, that acting reasonably, related to the Canal Circular and such documents do not contain any untrue statement applicable resale restrictions of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do soRule 145.

Preparation of Filings, etc. (1) Vivendi, Canal and Seagram shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4. (2a) Each of Vivendi, Canal and Seagram Party shall furnish to the other others all information that may be required under Law to be provided concerning such information concerning it Party and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation Company Circular, the Symmetry Proxy Statement and the implementation of the other actions described in Sections 2.5, 2.6, 2.7 and 2.8 and herein. Each Party covenants with the foregoing provisions of this Section 2.9, and each covenants others that no information to be furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions the Company Circular, the Symmetry Proxy Statement or otherwise in connection with the consummation of the transactions contemplated by this Agreement Transaction will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. As promptly as practicable and in any event within ten (10) Business Days after the date hereof, the Company shall draft and file with the AMF the Regulation Q-27 Exemption Application and shall permit Symmetry and Acquisitionco to review and comment on drafts of such application in the course of its preparation and shall not file it without the consent of Symmetry and Acquisitionco, not to be unreasonably withheld or delayed. Symmetry shall be entitled to participate in any written or oral submissions in respect of the Regulation Q-27 Exemption Application. (3b) Vivendi, Canal and Seagram Each Party shall each promptly notify each other if the others if, at any time before the Effective Time Closing Time, it becomes aware that the Seagram Company Circular, Canal Circular the Symmetry Proxy Statement or the Vivendi Circular, respectively, an any application for an order or any other document described in Section 2.8 hereunder contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Company Circular, the Canal Circular or the Vivendi Circular Symmetry Proxy Statement or such application or other documentapplication. In any such event, Vivendi, Canal and Seagram each Party shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Company Circular, the Canal Circular or the Vivendi Circular Symmetry Proxy Statement or such application or other documentapplication, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of VivendiCompany Shareholders, Canal or Seagram Symmetry Stockholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (4) Seagram Governmental Authorities, as applicable. Each Party shall ensure that the Seagram information to be provided by it for inclusion in the Company Circular complies with all applicable Laws andand the Symmetry Proxy Statement, without limiting as applicable, will, at the generality respective times of the foregoingmailing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances in under which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do somade. (5c) Vivendi The Company shall ensure that the Vivendi Company Circular complies with the Act and that the Form F-4 and Form S-8 comply with all other applicable Laws and, without Laws. Without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do so. (6) Canal Company shall ensure that the Canal Company Circular provides Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Company Meeting. (d) Symmetry shall ensure that the Symmetry Proxy Statement complies with all applicable Laws and, without Applicable Securities Laws. Without limiting the generality of the foregoing, Symmetry shall ensure that the Canal Circular and such documents do not contain any untrue statement of Symmetry Proxy Statement provides Symmetry Stockholders with information in sufficient detail to permit them to form a material fact or omit reasoned judgment concerning the matters to state a material fact required to A-21 25 be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do soSymmetry Meeting.

Preparation of Filings, etc. (1) Vivendi, Canal and Seagram shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4. (2a) Each of Vivendi, Canal and Seagram Party shall furnish to the other Parties all such information concerning it and its shareholders as that may be required (and, i) under applicable Laws for inclusion in or filing with the case of its shareholders, available Further Supplement or (ii) subject to it) for any contractual confidentiality restrictions which the effectuation of Party has been unable to obtain a waiver with respect thereto in order to implement the other actions described in Sections 2.5, 2.6, 2.7 Article 2. Each Party covenants with and 2.8 represents and warrants to the foregoing provisions of this Section 2.9, and each covenants other Parties that no information to be furnished by it (to the best of its knowledge in the case of information concerning its shareholderssecurityholders and Affiliates) in connection with such Further Supplement, actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement Transaction will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. In particular, Teck shall provide Fording with the Teck Mine Financial Statements and, if required, the consent of its auditor in respect thereof for inclusion in the Further Supplement, and Sherritt and OTPP shall provide Fording with the Luscar New Financial Statements and the consents of the auditors in respect thereof for inclusion in the Further Supplement if Fording receives advice from its auditor and counsel that such financial statements and consent are required to be included in the Further Supplement. (3b) Vivendi, Canal and Seagram Each Party shall each promptly notify each other if the others if, at any time before the Effective Time Closing Time, it becomes aware that the Seagram Circular, Canal Circular or the Vivendi Circular, respectivelyFurther Supplement, an application for an order or any other document described in Section 2.8 herein contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in the light of the circumstances in which they are made, or that otherwise requires an amendment or further supplement to the Seagram Circular, the Canal Circular or the Vivendi Information Circular or such application or other document. In any such event, Vivendi, Canal and Seagram each Party shall use their respective reasonable best efforts to cooperate in the preparation of a any such supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Information Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal or Seagram Securityholders and/or filed with the relevant securities regulatory authorities and/or stock exchangesGovernmental Authorities. (4) Seagram shall ensure that the Seagram Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi shall ensure that the Vivendi Circular and that the Form F-4 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do so. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Canal Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do so.

Preparation of Filings, etc. (1) Vivendi, Canal AMVESCAP and Seagram Trimark shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of VivendiArrangement, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendiprovided, Canal and Seagram shallhowever, as promptly as practicable after receipt thereofthat, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular Canadian provincial or the Form F-4 received territorial qualifications, AMVESCAP shall not be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where it is not now so subject, except as to matters and transactions arising solely from the SEC or any other Governmental Entity. The parties shall cooperate offer and provide sale of the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars Exchangeable Shares and the Form F-4 prior to filing such with AMVESCAP Ordinary Shares and the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4AMVESCAP Equity Subordinated Debentures. (2) Each of Vivendi, Canal AMVESCAP and Seagram Trimark shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5, 2.6, 2.6 and 2.7 and 2.8 and the foregoing provisions of this Section 2.92.8, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) VivendiEach of AMVESCAP and Trimark covenant to provide the other with a draft copy of the AMVESCAP Circular and the Trimark Circular, Canal respectively, and Seagram any other documentation to be sent to the AMVESCAP Shareholders and Trimark Securityholders, respectively, in connection with this Agreement and the Arrangement from time to time prior to the mailing thereof on a confidential basis, and to provide the other with a reasonable opportunity to review and provide comments thereon. (4) AMVESCAP and Trimark shall each promptly notify each the other if at any time before the Effective Time it becomes aware that the Seagram Circular, Canal Trimark Circular or the Vivendi AMVESCAP Circular, respectively, an application for an order or any other document described in Section 2.8 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Trimark Circular or the Vivendi AMVESCAP Circular or such application or other document. In any such event, Vivendi, Canal AMVESCAP and Seagram Trimark shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Trimark Circular or the Vivendi AMVESCAP Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal AMVESCAP or Seagram Trimark and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (45) Seagram Trimark shall ensure that the Seagram Trimark Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Seagram Trimark Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal AMVESCAP or any third party that is not an affiliate of Seagram) Trimark). Without limiting the generality of the foregoing, Trimark shall ensure that the Trimark Circular provides holders of Trimark Common Shares with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Trimark Meeting, and each of Vivendi and Canal AMVESCAP shall provide all information regarding it and the Vivendi Securities in respect of AMVESCAP reasonably necessary in order to do so. (56) Vivendi AMVESCAP shall ensure that the Vivendi AMVESCAP Circular and that the Form F-4 and Form S-8 comply complies with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi AMVESCAP Circular and such documents do does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram Trimark or any third party that is not an affiliate of VivendiAMVESCAP), and Seagram shall provide all information regarding it necessary to do so. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without . Without limiting the generality of the foregoing, AMVESCAP shall ensure that the Canal AMVESCAP Circular and such documents do not contain any untrue statement of provides AMVESCAP Shareholders with information in sufficient detail to permit them to form a material fact or omit reasoned judgment concerning the matters to state a material fact required to A-21 25 be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal)AMVESCAP Meeting, and Seagram Trimark shall provide all information regarding it in respect of Trimark reasonably necessary in order to do so.

Preparation of Filings, etc. (1) Vivendi, Canal UPM and Seagram Repap shall use their respective all reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4Amalgamation. (2) Each of Vivendi, Canal UPM and Seagram Repap shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5, 2.6, 2.7 and 2.8 2.3 and the foregoing provisions of this Section 2.92.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Amalgamation and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) Vivendi, Canal and Seagram Repap shall each promptly notify each other UPM if at any time before the Effective Time Date it becomes aware that the Seagram Circular, Canal Repap Circular or the Vivendi Circular, respectively, an application for an order or any other document described in Section 2.8 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Circular or the Vivendi Repap Circular or such application or other document. In any such event, Vivendi, Canal UPM and Seagram Repap shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Repap Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed sent to shareholders of Vivendi, Canal or Seagram and/or Repap Shareholders and filed with the relevant securities regulatory authorities and/or stock exchangesas required by applicable Laws. (4) Seagram Repap shall ensure that the Seagram Repap Circular complies in all material respects with all applicable Laws and, without Laws. Without limiting the generality of the foregoing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi Repap shall ensure that the Vivendi Repap Circular and that provides holders of Repap Shares with information in sufficient detail to permit them to form a reasoned judgement concerning the Form F-4 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required matters to be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do soRepap Meeting. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Canal Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do so.

Preparation of Filings, etc. (1) Vivendi, Canal UPM and Seagram Repap shall use their respective all reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this AgreementAmalgamation. Each of Vivendi, Canal UPM and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4. (2) Each of Vivendi, Canal and Seagram Repap shall furnish to the other all such information concerning it and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation of the actions described in Sections 2.5, 2.6, 2.7 and 2.8 2.3 and the foregoing provisions of this Section 2.92.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Amalgamation and the other transactions contemplated by this Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) Vivendi, Canal and Seagram . Repap shall each promptly notify each other UPM if at any time before the Effective Time Date it becomes aware that the Seagram Circular, Canal Repap Circular or the Vivendi Circular, respectively, an application for an order or any other document described in Section 2.8 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Circular or the Vivendi Repap Circular or such application or other document. In any such event, Vivendi, Canal UPM and Seagram Repap shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Repap Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed sent to shareholders of Vivendi, Canal or Seagram and/or Repap Shareholders and filed with the relevant securities regulatory authorities and/or stock exchanges. (4) Seagram as required by applicable Laws. Repap shall ensure that the Seagram Repap Circular complies in all material respects with all applicable Laws and, without Laws. Without limiting the generality of the foregoing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi Repap shall ensure that the Vivendi Repap Circular and that provides holders of Repap Shares with information in sufficient detail to permit them to form a reasoned judgement concerning the Form F-4 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required matters to be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do soRepap Meeting. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Canal Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do so.

Preparation of Filings, etc. (1) Vivendi, Canal and Seagram shall use their respective reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4. (2a) Each of Vivendi, Canal Acquisitionco and Seagram the Company shall furnish to the other all information that may be required under Law to be provided concerning such information concerning it Party and its shareholders as may be required (and, in the case of its shareholders, available to it) for the effectuation Company Circular and the implementation of the other actions described in Sections Section 2.5, 2.6, 2.7 and 2.8 and . Each Party covenants with the foregoing provisions of this Section 2.9, and each covenants other that no information to be furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such Company Circular, actions or otherwise in connection with the consummation of the transactions contemplated by this Agreement Transaction will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3b) Vivendi, Canal Acquisitionco and Seagram the Company shall each promptly notify each the other if if, at any time before the Effective Time Time, it becomes aware that the Seagram Circular, Canal Company Circular or the Vivendi Circular, respectively, an any application for an order or any other document described in Section 2.8 hereunder contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Circular or the Vivendi Company Circular or such application or other documentapplication. In any such event, Vivendi, Canal Acquisitionco and Seagram the Company shall use their respective reasonable best efforts to cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Company Circular or such application or other documentapplication, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal or Seagram Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchangesGovernmental Authorities. (4c) Seagram The Company shall ensure that the Seagram Company Circular complies in all material respects with all applicable Laws and, without Laws. Without limiting the generality of the foregoing, that the Seagram Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi Company shall ensure that the Vivendi Company Circular and that provides Company Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the Form F-4 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that the Vivendi Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required matters to be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi), and Seagram shall provide all information regarding it necessary to do soCompany Meeting. (6) Canal shall ensure that the Canal Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Canal Circular and such documents do not contain any untrue statement of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Canal), and Seagram shall provide all information regarding it necessary to do so.

Preparation of Filings, etc. (1) Vivendi, Canal The Purchaser and Seagram the Company shall use their respective commercially reasonable best efforts to cooperate in the preparation, seeking and obtaining of all circulars, filings, consents, Regulatory Approvals and other approvals and other matters in connection with this Agreement and the transactions contemplated by this Agreement. Each of Vivendi, Canal and Seagram shall use its reasonable best efforts to have its Circular cleared by the SEC and/or each other applicable Government Entity and the Form F-4 declared effective by the SEC and to keep the Form F-4 effective as long as is necessary to consummate the transactions contemplated hereby. Each of Vivendi, Canal and Seagram shall, as promptly as practicable after receipt thereof, provide the other parties copies of any written comments and advise the other party of any oral comments with respect to its Circular or the Form F-4 received from the SEC or any other Governmental Entity. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Circulars and the Form F-4 prior to filing such with the SEC and/or each other applicable Government Entity, and will provide each other with a copy of all such filings made. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, the suspension of the qualification of any of the Vivendi Securities for offering or sale in any jurisdiction, or any request by the SEC or any other Governmental Entity for amendment of the Circulars or the Form F-4Arrangement. (2) Each of Vivendi, Canal the Purchaser and Seagram the Company shall furnish to the other all such information concerning it and its shareholders as may be reasonably required (and, in the case of its shareholders, available to it) for the effectuation of to effect the actions described in Sections 2.5, 2.6, 2.5 and 2.7 and 2.8 and the foregoing provisions of this Section 2.92.8, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise (including in connection with the consummation case of the transactions contemplated Company the disclosure concerning it to be included in the Company Circular, and in the case of the Purchaser the disclosure concerning it to be included or incorporated by this Agreement reference in the Company Circular) will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. (3) Vivendi, Canal The Purchaser and Seagram the Company shall each promptly notify each the other if at any time before the Effective Time it becomes aware that any disclosure concerning it in the Seagram Company Circular, Canal Circular or the Vivendi Circular, respectively, an application for an order or any other document described in Section 2.8 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Seagram Circular, the Canal Circular or the Vivendi Company Circular or such application or other document. In any such event, Vivendithe Purchaser and the Company shall, Canal subject to the terms and Seagram shall use their respective reasonable best efforts to conditions of this Agreement, cooperate in the preparation of a supplement or amendment to the Seagram Circular, the Canal Circular or the Vivendi Company Circular or such application or other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of Vivendi, Canal or Seagram the Company Securityholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges. (4) Seagram The Company shall ensure that the Seagram Company Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Seagram Company Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to concerning and provided by a Vivendi Party, Canal or any third party that is not an affiliate of Seagram) and each of Vivendi and Canal shall provide all information regarding it and the Vivendi Securities necessary to do so. (5) Vivendi shall ensure that the Vivendi Circular and that the Form F-4 and Form S-8 comply with all applicable Laws and, without Purchaser). Without limiting the generality of the foregoing, the Company shall ensure that the Vivendi Company Circular and such documents do not contain any untrue statement of provides the Company Securityholders with information in sufficient detail to permit them to form a material fact or omit to state a material fact required reasoned judgement concerning the matters to be stated therein or necessary to make placed before them at the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Seagram or any third party that is not an affiliate of Vivendi)Company Meeting, and Seagram the Purchaser shall provide all information regarding it necessary in sufficient detail to do sopermit the Company Securityholders to form a reasoned judgement concerning matters placed before them at the Company Meeting. (65) Canal shall ensure that The Company shall, at least 45 days prior to the Canal Circular complies with all applicable Laws and, without limiting the generality date of the foregoingCompany Meeting, that deliver to the Canal Circular Purchaser a list reasonably satisfactory to the Purchaser setting forth the names and such documents do not contain any untrue statement addresses of a material fact or omit to state a material fact required to A-21 25 be stated therein or necessary to make all Persons who are at the statements contained therein not misleading in light time "affiliates" of the circumstances Company for the purposes of Rule 145 under the 1933 Act. The Company shall furnish such information and documents as the Purchaser may reasonably request for the purpose of reviewing such list, and the Company shall, except where such Persons have signed an agreement referred to in which they are made (other than with respect Section 4.12 containing substantially similar provisions, use commercially reasonable efforts to any information relating to and provided by Seagram or any third party that cause each Person who is not identified as an affiliate on such list to execute and deliver to the Purchaser a written agreement in the form of CanalSchedule F hereto at least 30 days prior to the date of the Company Meeting related to the applicable resale restrictions of Rule 145 (an "AFFILIATE AGREEMENT"). The Company shall promptly notify the Purchaser in writing of any other Person(s) who, to the knowledge of the Company, become an "affiliate" (as so defined) of the Company after the date hereof, and Seagram the Company shall provide all information regarding it necessary use commercially reasonable efforts to do socause such other Person(s) to promptly execute and deliver to the Purchaser an affiliate agreement.