Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

Pre-Closing Reorganization. Within 90 days following Buyer agrees that any or all of the date 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 Parent shall deliver to Buyer Parent a draft 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 Plan. Pursuant will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and Section 5.9 but excluding the terms set forth on Exhibit C, consideration of the terms of this Agreement shall prevail, except Competition Act Approval. The Sellers will provide written notice to the extent the Parties have mutually agreed otherwise in writing)Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, between the date hereof Shares and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with Purchase Price allocation resulting from the Pre-Closing Reorganization Plan, cooperating in good faith with respect (which updated SCHEDULE A will be deemed to the transactions set forth in such steps plan; be incorporated into and (y) Seller Parent shallform part of this Agreement), and shall cause its Affiliates, as applicable, to, take access to all relevant documentation relating to such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the ClosingReorganization.

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant Prior to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit CSPAC Merger Effective Time, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent Target Companies shall use their commercially reasonable efforts to agree a definitive steps plan for consummate the sale and purchase of the Business, in accordance with transactions contemplated by the Pre-Closing Reorganization Plandescribed on Schedule 1.1 with such changes (a) that are determined by the Target Companies to be reasonably necessary to effect such transactions (provided, cooperating in good faith with respect however that if the Pre-Closing Management Grants are not issued prior to the transactions set forth in such steps plan; Closing, then the Pre-Closing Management Grants shall not be issued at any time thereafter) and (yb) Seller Parent shallsolely in the case of any such change that would reasonably be expected to adversely affect the Intended Tax Treatment to SPAC or SPAC’s shareholders, and that are subject to SPAC’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Target Companies shall cause its Affiliates, as applicable, to, take such steps as are required to effect keep SPAC reasonably informed regarding the status of the Pre-Closing Reorganization in compliance in all respects with and shall provide to SPAC copies of any material, definitive written documentation proposed to be entered into by the terms of Exhibit C. The Parties agree Target Companies (including a Tax matters agreement or similar agreement related to work together in good faith to finalize and implement the a Pre-Closing Reorganization Plan in Divestiture (as defined on Schedule 1.1) structured as a mutually acceptable manner. Each distribution of Buyer Parent and Seller Parent shall, upon stock or limited liability company interests) or request by the other, furnish the other with all information reasonably requested for any Tax ruling in connection with the Pre-Closing Reorganization Plan concerning itselfreasonably in advance of entering into such material, definitive written documentation or requesting such Tax ruling, and consider in good faith any reasonable comments thereon provided by SPAC or its Representatives reasonably in advance of the Pre-Closing Reorganization Plan and entering into of such other matters as may be reasonably necessary material, definitive written documentation or advisablethe requesting of such Tax ruling. Seller Parent shall make any modification Notwithstanding anything to the steps plan referred to contrary in clause (x) of the previous sentence and this Agreement, no Target Company shall enter into any material, definitive written documentation in connection with the Pre-Closing Reorganization that (i) constitutes a ruling request from a Tax authority, (ii) limits the right of any Target Company to engage in or compete with any Person in any line of business in any respect that is reasonably requested by Buyer Parent material to such Target Company’s business, (“Buyeriii) involves post-Requested Modifications”). The details Closing payment obligations on any Target Company or any of and the implementation their respective Subsidiaries (including any earn-out or indemnification obligations) in excess of $10,000,000, but excluding any Taxes (or an indemnification obligation in respect of Taxes) arising out of any transaction entered into in connection with the Pre-Closing Reorganization Plan will Reorganization, or (iv) includes a release of any claims by any Target Company or any of their respective Subsidiaries other than releases that involve only the payment of monetary damages in an amount less than $1,000,000 in the aggregate, in each case, without the prior written consent of SPAC (such consent not to be controlled by Seller Parent after full consideration unreasonably withheld, conditioned or delayed), except, with respect to each of clauses (ii) through (iv) above, to the views extent such limitation, obligation, or release is customarily entered into in connection with a distribution of Buyer Parentstock qualifying for tax-free treatment under Section 355 of the Code; provided, further, that SPAC shall be deemed to have a reasonable basis for withholding its consent to a request for a Tax ruling described in clause (i) to the extent such request would be expected, in SPAC’s reasonable determination, to cause more than a de minimis delay in the closing of the Transactions described herein. Unless a different timing is called for Upon SPAC’s request, the Target Companies shall as soon as reasonably practicable deliver to SPAC executed copies of any material, definitive written documentation entered into by the Target Companies or any of their respective Subsidiaries or Tax ruling obtained in connection with the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the ClosingReorganization.

Pre-Closing Reorganization. (a) Within 90 ninety (90) days following the date of this Agreement, Seller Parent shall prepare, in good faith and in consultation with Buyer (including by incorporating any suggestions from Buyer that would not adversely affect Seller or any of its Affiliates), and deliver to Buyer Parent a draft plan describing, in reasonable detail, the reorganization steps it plans to undertake to implement the Pre-Closing Reorganization, including, if necessary, by adding or removing entities from Section 1.01 of the Seller Disclosure Letter and Schedule 1 (the “Pre-Closing Reorganization Plan”). Buyer shall then have forty-five (45) days to review such draft Pre-Closing Reorganization Plan, during which time Buyer may review and comment on the draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement Seller shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating consider in good faith with respect to the transactions set forth in such steps plan; Buyer’s comments and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement must incorporate into the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each any reasonable requests of Buyer Parent (i) that would avoid any adverse Tax consequences to Buyer and would not adversely affect Seller Parent shallor any of its Affiliates, upon request by and (ii) in all other cases, only if Buyer agrees to indemnify Seller for, and pays Seller at Closing or at termination of this Agreement, an amount equal to the otheraggregate amount of the documented Losses (including Taxes and the use of Tax attributes), furnish on a grossed-up basis, that result to Seller and its Affiliates from accommodating such request. Within thirty (30) days following the other with all information reasonably requested in connection with end of such review period, Seller shall provide to Buyer a copy of the final Pre-Closing Reorganization Plan. Seller shall cause the Pre-Closing Reorganization Plan concerning itself, to be completed in accordance with the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the final Pre-Closing Reorganization Plan by no later than the third fifth (5th) Business Day prior to the Closing. Notwithstanding the foregoing, if Seller identifies external requirements or considerations necessitating or making desirable an expedited review and implementation of any of the steps contemplated by Seller’s working draft of the Pre-Closing Reorganization Plan, Seller may implement such steps as soon as reasonably necessary or desirable, provided that Seller has (i) described such external requirements or considerations to Buyer, (ii) given Buyer a reasonable opportunity to review and comment on the portion of the Pre-Closing Reorganization Plan that relates to such steps, (iii) consulted with Buyer in good faith regarding such steps, and (iv) incorporated into the portion of the Pre-Closing Reorganization Plan that relates to such steps any suggestions from Buyer that would not adversely affect Seller or any of its Affiliates.

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant Prior to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit CClosing, the terms of this Agreement Company shall, and shall prevaildirect Archaea to, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with cause the Pre-Closing Reorganization Plan, cooperating to occur in good faith accordance with respect and pursuant to the transactions steps set forth in such steps plan; and (y) Seller Parent Exhibit E attached hereto. Archaea shall keep Buyer informed of the status of the Pre-Closing Reorganization, including from time to time upon request by Buyer. With respect to each transaction in the Pre-Closing Reorganization, prior to the Closing, Archaea shall, and shall cause its Affiliates, as applicable, the other Group Companies to, take such steps as are required (a) provide Buyer with a reasonable opportunity to review and comment on the documents intended by the Archaea to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together Reorganization, (b) consider in good faith revising such documents to finalize reflect reasonable comments from Buyer, (c) bear all costs and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation expenses of the Pre-Closing Reorganization Plan will be controlled (except costs and expenses incurred by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for Parties in reviewing and commenting on the Pre-Closing Reorganization Planprocess prior to Closing), (d) ensure that the Seller Parent shall commence all necessary steps Pre-Closing Reorganization, and the documents entered into in connection therewith, will not (i) include any representations, warranties, covenants or agreements of the Group Companies that survive the Closing (whether or not any claim has been made thereunder at or prior to implement the Closing), (ii) otherwise provide for the payment or incurrence of any Liability by any Group Company of consideration that is not paid or otherwise satisfied in full prior to the Closing or as a Liability in Closing Company Indebtedness, and (e) effect the Pre-Closing Reorganization Plan no later without any Liability, including Taxes, to Buyer or any of its controlled Affiliates (including the Group Companies after Closing), other than any Liability that is specifically included as a Liability in Closing Company Indebtedness, in each case, as finally determined in accordance with Section 2.3 and the seventh Business Day prior estimates thereof reflected in the Estimated Merger Consideration. Prior to the Closing and Closing, Archaea shall complete deliver to Buyer reasonable evidence that the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closinghas been completed in accordance with Exhibit E and this Section 6.21.

Pre-Closing Reorganization. Within 90 days following At or prior to the date of this AgreementClosing (and, with respect to each Dubai Entity, until the relevant Deferred Closing), Seller Parent shall deliver cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to Buyer Parent a draft time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the “Reorganization Plan”, and such actions and transactions, including, for the avoidance of doubt, the transfer of each Dubai Entity to VH2, the “Pre-Closing Reorganization PlanReorganization”) to occur. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth Seller shall keep Purchaser reasonably informed in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase respect of the Business, in accordance with Pre-Closing Reorganization. The agreements and instruments to effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan, cooperating in good faith with respect . Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions set forth contemplated thereby (including to effect such transactions in such steps plan; a tax-efficient manner) and (yb) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller Parent and Purchaser shall, and shall cause its Affiliates, as applicable, their respective Affiliates to, take provide such steps as are required timely cooperation, in good faith, to effect effectuate the Pre-Closing Reorganization in compliance in all respects an efficient manner consistent with the terms sale of Exhibit C. The Parties agree the Business contemplated by this Agreement. Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) to work together in good faith to finalize and implement be made or effected at Seller’s sole expense as promptly as reasonably practicable following the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shallClosing, upon request by the otherany notice, furnish the application or other filing with all information reasonably requested any Governmental Entity or third party as may be necessary or appropriate in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation consummation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration Reorganization, including in the PRC, Serbia, Poland, Netherlands, New Zealand and Italy to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Planextent such notice, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day application or other filing has not been made or effected prior to the Closing.

Pre-Closing Reorganization. Within 90 days following Notwithstanding anything to the contrary set forth herein, prior to the Closing, Seller Parent shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Schedule 7.6. Following the date of this Agreement but prior to the Closing, upon prior written notice to Buyer, Seller Parent shall be permitted to amend Schedule 7.6 to the extent the effect of such amendments would not (x) adversely affect the Buyer and its Affiliates or the Business in any material respect or (y) prevent or materially impair or delay the consummation of the transactions contemplated by, or the performance of any party’s obligations under, the Seller Ancillary Agreements and Buyer Ancillary Agreements (such collective actions taken to effect such plan of reorganization, the “Pre-Closing Reorganization”). Following the date of this Agreement, Seller Parent shall consider in good faith such amendments to Schedule 7.6 as are reasonably requested by the Buyer. Prior to the Closing Date, Seller Parent shall keep Buyer reasonably apprised of the status of the transactions detailed in Schedule 7.6. Buyer acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, as contemplated by Schedule 7.6, (i) certain Business Subsidiaries and Equity Sellers have not been formed as of the date of this Agreement, (ii) for all purposes under this Agreement, each of the representations and warranties in Article V with respect to such Business Subsidiaries and Equity Sellers shall be deemed to have been made as of the date of formation of such entities and the Closing Date (and not as of the date of this Agreement), and all references to the “date hereof” or the “date of this Agreement” contained in such representations and warranties shall, to the extent they refer to factual information regarding such entities, shall be deemed to be references to the date of formation of such entities and (iii) reasonably promptly following the date of formation of any such entity, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant an update to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (xSection 5.02(a) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, Seller Disclosure Letter reflecting the information required in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith Section 5.02(a) with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closingentity.

Pre-Closing Reorganization. Within 90 days following At or prior to the Closing, subject to the receipt of any necessary third-party consents and any approvals needed from any Governmental Entity, Seller shall, and shall cause its applicable Affiliates (including the Seller Entities and the Purchased Entities) to, complete the actions described in Section 5.12 of the Seller Disclosure Schedules in accordance with the terms thereof, as well as any actions not specified on Section 5.12 of the Seller Disclosure Schedules but that are an inherent, reasonably necessary, or customary part of any such action and any other actions reasonably approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) (all such actions, collectively, the “Pre-Closing Reorganization”) at the times and in the manner described therein, and culminating with the transfer of the Business and the Purchased Assets entirely into the Purchased Entities (except as expressly set forth on Section 5.12(a) of the Seller Disclosure Schedule). Following the date of this Agreement, Seller Parent shall deliver be entitled to Buyer Parent a draft update the actions set forth on Section 5.12 of the Seller Disclosure Schedules to the extent approved in writing by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). The Pre-Closing Reorganization Plan. Pursuant (taking into account any updates pursuant to the principles set forth previous sentence or that have been agreed by Purchaser in the Pre-Closing Reorganization Agreements) (i) shall not adversely affect, in any material respect, the operation of the Business (taken as a whole) after the Closing (taking into account the services provided under the other Transaction Documents), (ii) assuming the Pre-Closing Reorganization had been completed on Exhibit C November 30, 2022 and upon that the terms and subject Business would receive the benefits of the Transaction Documentation from December 1, 2022 through November 30, 2023, shall not adversely affect, in more than a de minimis respect, the ability of the Business to generate the financial results of operations for the twelve-month period ended November 30, 2023, or (iii) based on Purchaser’s acquisition structure described on Section 10.2 of the Seller Disclosure Schedules, shall not adversely affect the “step-up” in U.S. federal income tax basis of Purchaser or its Affiliates with respect to the conditions Transaction (with whether such “step-up” has been so affected being determined with regard to the manner of operation of the Purchased Entities and the Business as of the Closing Date and without taking into account any actual or potential changes in such operation following the Closing) in a manner that is not more than de minimis, in the case of each of the foregoing clauses (i), (ii) and (iii), (x) excluding any effect attributable to a change in cash balances, changes in intercompany balances or reduction in net operating or similar losses or credits of the Purchased Entities attributable to a Pre-Closing Tax Period through the settlement of the intercompany balances required to be settled pursuant to Section 5.12 of the Seller Disclosure Schedules or the actions contemplated by Section 5.6, (y) excluding any effect resulting from those transactions contained in the Pre-Closing Reorganization set forth in this Agreement Section 5.12(b) of the Seller Disclosure Schedule, to the extent specified therein, and (z) unless otherwise expressly agreed in writing by Purchaser. Seller shall keep Purchaser and its applicable Representatives reasonably apprised with respect to the status of the Pre-Closing Reorganization, including to provide Purchaser and its applicable Representatives with copies of Pre-Closing Reorganization Agreements for review and comment at least five (5) Business Days prior to the execution thereof. Each of Seller and Purchaser understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, capital stock or otherwise, whether from a Purchased Entity to a Seller Entity or one or more of its Affiliates, or from a Seller Entity or one or more of its Affiliates to a Purchased Entity, shall be made on an “as-is,” “where-is” basis, without representation or warranty of any kind, and without recourse to the recipient thereof, and without recourse to the party making such transfer, assignment, sale or other disposition (it being understood agreed that the documentation in respect of such transfers shall not limit, modify or otherwise affect any of the event representations or warranties, or any remedies of any inconsistencies or conflicts the parties expressly provided hereunder). Each of Seller and Purchaser has designated three individuals as set forth in Section 5.12 of the Seller Disclosure Schedules to be part of a committee (the “Reorganization Committee”). The Reorganization Committee shall convene on at least a twice monthly basis between the terms date of this Agreement and the terms set forth on Exhibit CClosing Date. Without limitation of the foregoing obligations, the terms of this Agreement shall prevail, except Seller designees to the extent Reorganization Committee will provide updates on the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (y) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required to effect the Pre-Closing Reorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation status of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to at each meeting and seek relevant input from the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the ClosingPurchaser designees.

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer Parent a draft Pre-Closing Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon On the terms and subject to the conditions set forth herein, as promptly as reasonably practicable after the Execution Date, and in this Agreement (it being understood that in any event no later than the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except day prior to the extent the Parties have mutually agreed otherwise in writing)Closing Date, between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Business, in accordance with its Subsidiaries will consummate the Pre-Closing Reorganization Plan, cooperating as set forth on and in good faith accordance with respect to Exhibit A and Section 1.2 (it being understood and agreed that the transactions effectiveness of the Pre-Closing Reorganization may be conditioned upon the satisfaction or waiver of the other conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing)). Any modifications to or deviations from the terms of the Pre-Closing Reorganization as set forth in Exhibit A (other than de minimis deviations from Exhibit A that are not adverse to Purchaser, NewCo or their respective Affiliates (or beneficial owners) and would not reasonably be expected to materially delay or prevent the occurrence of the Closing (provided that notice is provided to Purchaser reasonably describing such steps plan; a deviation and the reason therefor)) may be undertaken only with the prior written approval of Purchaser (not to be unreasonably conditioned, withheld or delayed) (and, if so approved, the Pre-Closing Reorganization as so modified shall become the “Pre-Closing Reorganization” hereunder). Parent shall (a) keep Purchaser reasonably apprised of the status of the Pre-Closing Reorganization and (yb) Seller Parent shall, and shall cause its Affiliates, as applicable, to, take such steps as are required use commercially reasonable efforts to effect the Pre-Closing Reorganization in compliance in all respects with a manner as to minimize the terms amount of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the any Transfer Taxes or other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may Taxes that would be reasonably necessary expected to be imposed on Purchaser, NewCo, any Transferred Subsidiaries or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested Transferred Joint Venture by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation reason of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the ClosingReorganization.

Pre-Closing Reorganization. Within 90 days following At or prior to the date of this AgreementClosing, Seller Parent shall deliver cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to Buyer Parent a draft time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the “Reorganization Plan”, and such actions and transactions, the “Pre-Closing Reorganization PlanReorganization”) to occur. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth Seller shall keep Purchaser reasonably informed in this Agreement (it being understood that in the event of any inconsistencies or conflicts between the terms of this Agreement and the terms set forth on Exhibit C, the terms of this Agreement shall prevail, except to the extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase respect of the Business, in accordance with Pre-Closing Reorganization. The agreements and instruments to effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan, cooperating in good faith with respect . Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions set forth contemplated thereby (including to effect such transactions in such steps plan; a tax-efficient manner) and (yb) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller Parent and Purchaser shall, and shall cause its Affiliates, as applicable, their respective Affiliates to, take provide such steps as are required timely cooperation, in good faith, to effect effectuate the Pre-Closing Reorganization in compliance in all respects an efficient manner consistent with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) sale of the previous sentence and the Pre-Closing Reorganization that is reasonably requested Business contemplated by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closingthis Agreement.