Common use of Integration Planning Clause in Contracts

Integration Planning. Without limiting Section 5.1 herein and subject to Section 6.1(a) and Section 6.1(d), between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except as may be required by applicable Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Buyer to the Company, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate with the Buyer and its respective Subsidiaries to facilitate the Buyer’s bona fide integration planning and (b) without limiting the generality of the foregoing clause (a), the Company shall use commercially reasonable efforts to cause the Representatives of the Company and its Subsidiaries to take reasonable actions and reasonably assist the Buyer with respect to the Buyer’s integration planning. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take any action that: (A) would unreasonably disrupt the operations of the Company or any of its Subsidiaries, (B) would cause a material violation of any agreement to which the Company or any of its Subsidiaries is a party, or (C) the Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), would reasonably be expected to cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law.

Integration Planning. Without limiting Section ‎Section 5.1 herein and subject to Section ‎Section 6.1(a) and Section 6.1(d‎Section 6.1(e), between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to Section ‎Section 8.1, except as may be required by applicable Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Parent or Buyer to the Company, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to reasonably cooperate with the Parent, Buyer and its their respective Subsidiaries to facilitate the BuyerParent’s bona fide integration planning and (b) without limiting the generality of the foregoing clause (a), the Company shall use commercially reasonable efforts to cause the Representatives of the Company and its Subsidiaries to take reasonable actions and reasonably assist the Parent and Buyer with respect to the BuyerParent’s integration planning. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take any action thatthat would: (A) would unreasonably disrupt the operations of the Company or any of its Subsidiaries, (B) would cause a material violation of any agreement to which the Company or any of its Subsidiaries is a party, or (C) the Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), would reasonably be expected to cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law.

Integration Planning. Without limiting Section 5.1 herein 5.1, from and subject to Section 6.1(a) and Section 6.1(d), between after the date execution of this Agreement and until the earlier of the Effective Time and the timedate, if any, at on which this Agreement is terminated pursuant to Section 8.17.1, except as may be required by applicable Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Buyer to the Company, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to reasonably cooperate with the Buyer and its respective Subsidiaries to facilitate the Buyer’s bona fide integration planning of the Parties, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), the Company shall use commercially reasonable efforts to cause the Representatives of the Company and its Subsidiaries to take reasonable actions and reasonably assist the Buyer with respect to integration planning and customer communications and notices reasonably required to result in a successful transition and integration following the Buyer’s integration planningClosing. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take any action thatsuch actions if: (A) it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, (B) it would cause a material violation of any agreement to which the Company or any of its Subsidiaries is a party, or (C) the Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), it would reasonably be expected to cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law.

Integration Planning. Without limiting Section 5.1 herein and subject to Section 6.1(a) and Section 6.1(d6.1(e), between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to Section 8.1, except as may be required by by‌ applicable Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Parent or Buyer to the Company, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to reasonably cooperate with the Parent, Buyer and its their respective Subsidiaries to facilitate the BuyerParent’s bona fide integration planning and (b) without limiting the generality of the foregoing clause (a), the Company shall use commercially reasonable efforts to cause the Representatives of the Company and its Subsidiaries to take reasonable actions and reasonably assist the Parent and Buyer with respect to the Buyer▇▇▇▇▇▇’s integration planning. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take any action thatthat would: (A) would unreasonably disrupt the operations of the Company or any of its Subsidiaries, (B) would cause a material violation of any agreement to which the Company or any of its Subsidiaries is a party, or (C) the Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), would reasonably be expected to cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law.