Common use of Integration Planning Clause in Contracts

Integration Planning. Without limiting Section 6.4 (Access to Information; Confidentiality) or Section 6.10 (Arriver/Non-Arriver Separation Planning and Cooperation), from and after the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as may be required by Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Acquiring Parties, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with the Acquiring Parties and their respective Representatives to plan for the integration of the parties hereto, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), the Company shall and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause their respective Representatives to, reasonably assist the Acquiring Parties with respect to integration planning (including providing support for IT Systems, IT equipment and other Company Technology, and benefits support services (including retention plans), and, in its reasonable discretion, affording the Acquiring Parties a reasonable opportunity to interview Company employees and executives), and prepare for customer communications and notices to be sent upon Closing reasonably required to result in a successful transition and integration following the Closing. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take such actions if: (A) it would cause a material violation of any Contract to which Company or any of its Subsidiaries is a party, or (B) the Company believes in good faith after consultation with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its or their 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 6.4 (Access to Information; Confidentiality) or Section 6.10 (Arriver/Non-Arriver Separation Planning and Cooperation), from and after the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as may be required by Law (including Antitrust Laws), (a) upon the reasonable advance written request of the Acquiring PartiesParent, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with the Acquiring Parties Parent and their respective its Representatives to plan for the integration of the parties hereto, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), the Company shall and shall cause its Subsidiaries to, and shall use commercially reasonable efforts to cause their respective Representatives to, reasonably assist the Acquiring Parties Parent with respect to integration planning (including providing support for IT Systemssystems, IT equipment and other Company Technology, and benefits support services (including retention plans), and, in its reasonable discretion, affording the Acquiring Parties Parent a reasonable reasonably opportunity to interview Company employees and executives), and prepare for customer communications and notices to be sent upon Closing reasonably required to result in a successful transition and integration following the Closing. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be required to take such actions if: (A) it would cause a material violation of any Contract to which Company or any of its Subsidiaries is a party, or (B) the Company believes in good faith after consultation with outside counsel and taking into account whether privilege cannot be protected by the Company or its Subsidiaries through exercise of its or their 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.