Pre-Closing Reorganization. Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated.
Pre-Closing Reorganization. The Company, Shareholder and, after the Closing, the Buyer shall cooperate and use their commercially reasonable efforts to (i) complete the Pre-Closing Reorganization prior to the Closing Date, (ii) subject to Section 4.10(a)(i) hereof, take all filing positions and do all such acts and things and file all such available elections, designations, forms, returns and other things as may be reflected in the reorganization plan referenced in Section 4.12 of the Company Disclosure Schedule or otherwise required to give effect to the tax treatment specified in Section 4.12 of the Company Disclosure Schedule (provided that Buyer shall not be required to take any such action unless such action is requested in writing by Shareholder with reasonable specificity and reasonably in advance of the date for taking such action), (iii) without restricting the generality of the foregoing, with respect to the elections to be filed under Subsection 83(2), 85, Part III or Part III.1 of the Tax Act, take all necessary steps to file all applicable elections and returns in a timely manner, and (iv) if any election is to be filed under Section 156 of the Excise Tax Act (Canada) in accordance with Schedule 4.12, take all necessary steps to file such election, provided that Buyer and its Affiliates (including, after the Closing, the Company) shall not be required to incur any unreimbursed expenses in connection with any action described in clauses (ii) through (iv) hereof.
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed.
Pre-Closing Reorganization. MS shall, and shall have caused its Subsidiaries to, have completed the MS Pre-Closing Reorganization provided, however, for these purposes that the failure to obtain any Third Party Consent to any transfer of any MSJS Excluded Asset or MSJS Excluded Liability which may be required shall not give rise to a failure to complete the MS Pre-Closing Reorganization.
Pre-Closing Reorganization. MUFG shall, and shall have caused its Subsidiaries to, have completed the MUFG Pre-Closing Reorganization provided, however, for these purposes that the failure to obtain any Third Party Consent to any transfer of any MUS Excluded Asset or MUS Excluded Liability which may be required shall not give rise to a failure to complete the MUFG Pre-Closing Reorganization.
Pre-Closing Reorganization. (a) The Partnership and the General Partner agree that, upon reasonable request of Parent and upon reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable efforts to:
Pre-Closing Reorganization. Notwithstanding any provision of this Agreement to the contrary, including for greater certainty the restrictions in Section 5.03(b), the Seller and its respective Affiliates shall be entitled to implement or cause to be implemented the Invenergy Restructuring, without requiring any approval from Purchaser; provided that Purchaser's prior written approval (which shall not be unreasonably withheld, delayed or conditioned) shall be required if the Invenergy Restructuring does not occur as set forth in Exhibit M.
Pre-Closing Reorganization. Prior to the Closing, (i) each of FCB and BP shall and cause its applicable Subsidiaries to contribute, assign, transfer, and convey or, with Mountain’s prior written direction or approval, license or sublicense, all of its or their respective right, title and interest in, to, and under the Transferred Assets (and, for the avoidance doubt, excluding the Excluded Assets) to Bridgeburg, free and clear of all Liens (other than Permitted Liens) and (ii) Bridgeburg shall assume, pay, perform and discharge when due the Assumed Liabilities (and, for the avoidance doubt, excluding the Excluded Liabilities), in each case, in exchange for Bridgeburg Ordinary Shares (collectively, the “Pre-Closing Reorganization”). Any agreements, resolutions, consents or other documentation or instruments entered into or executed in connection with the Pre-Closing Reorganization shall be subject to the prior written consent of Mountain. FCB shall (A) keep Mountain updated on a current basis as to the status of the Pre-Closing Reorganization and (B) consult with Mountain regarding the implementation of the Pre-Closing Reorganization.
Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been consummated in all material respects consistent with the Reorganization Plan.
