Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. (a) In addition to the actions specified in Section 5.11, Seller shall perform, and cause its Subsidiaries to perform, any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and other actions that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”). If Purchaser requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action. (b) If Purchaser requests Seller, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action (the “Proposed Restructuring”) that would result in any material adverse Tax consequences to Seller or its Subsidiaries, Seller shall have the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Purchase as contemplated in this Agreement; and (iv) such transfer shall not result in any cost or adverse Tax or other consequences to Purchaser or any of the Seller Companies.

Pre-Closing Reorganization. (a) In addition Notwithstanding anything to the actions specified contrary set forth herein, prior to the Closing, Seller shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Section 5.112.02 (the “Reorganization”). Seller shall provide Buyer with draft copies of all Reorganization Agreements and the parties shall agree on the form and substance of all Reorganization Agreements. Any changes to the Reorganization proposed by Seller after the date hereof shall be subject to Buyer’s prior written consent (not to be unreasonably withheld, delayed or conditioned), with such changes that are approved by Buyer to be incorporated in a revised Reorganization Agreement. As part of the Reorganization, Seller shall performbe permitted to cause any Acquired Company that owns any assets that would be Excluded Assets if owned by BSAI, and cause to transfer such assets pursuant to the terms of the Reorganization Agreements so that as of the Closing such assets are owned by Seller or one of its Subsidiaries to perform, any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and (other actions that are necessary to reorganize than the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”Acquired Companies). If Purchaser requests Buyer will use its reasonable best efforts to provide all reasonable cooperation requested by Seller with respect to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from effecting the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other actionReorganization. (b) If Purchaser requests SellerPrior to the Closing, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action (the “Proposed Restructuring”) that would result in any material adverse Tax consequences to Seller or its Subsidiaries, Seller shall have the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or SubsidiaryBSAI, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For and Buyer or Buyer Party, as applicable, shall use commercially reasonable efforts to enter into the purposes hereofHawaii Sublease Agreement and the Worcester Sublease Agreement, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval terms of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly agreed upon in good faith by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice ofand Buyer prior to the Closing, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect separate the ability of Seller to complete the Stock Purchase as contemplated in this Agreement; use, occupancy and (iv) such transfer shall not result in any cost or adverse Tax or other consequences to Purchaser or any operations of the Business from the Retained Business. To the extent required under the existing lease agreements affecting each of the Hawaii Branch and the Worcester Branch, or by Governmental Authorities, Seller Companiesor BSAI, as applicable, shall use commercially reasonable efforts to obtain all required consents from the landlords under the lease agreements and all permits, certificates of occupancy and zoning variances from the Governmental Authorities required to enter into the Sublease Agreements or such other arrangement as agreed to by the parties and as are necessary for the accomplishment of the legal and physical separation of the Business from the Retained Business in the Hawaii Branch and the Worcester Branch.

Pre-Closing Reorganization. (a) In addition The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Parent or Subco may reasonably request prior to the actions specified in Section 5.11, Seller shall performEffective Date, and cause the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which in the opinion of the Company, acting reasonably: (i) would materially impede or materially delay the consummation of the Arrangement; (ii) would prejudice the Shareholders in any material respects; or (iii) cannot be reversed or unwound or rendered ineffective without adversely affecting the Company and its Subsidiaries taking into account Parent’s reimbursement obligations. Parent shall provide written notice to perform, the Company of any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and other actions that are necessary proposed Pre-Acquisition Reorganization at least 10 Business Days prior to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 date of the Seller Disclosure Letter (Company Meeting. Any step or action taken by the “Agreed Organizational Structure”)Company or its Subsidiaries in furtherance of a proposed Pre-Acquisition Reorganization shall not be considered to be a breach of any representation, warranty or covenant of the Company contained in this Agreement. If Purchaser requests Seller to performthe Arrangement is not completed, Parent or cause Subco shall forthwith reimburse the Company for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of the Company and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other actionEffective Date. (b) If Purchaser requests SellerTo the extent that a Pre-Acquisition Reorganization requires approval of the Shareholders under the CBCA, the Company shall: (i) seek approval of the Shareholders for such Pre-Acquisition Reorganization at the Company Meeting, (ii) include in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer the Circular a form of stock or assets, assignment, grant special resolution of license or other action the Shareholders (the “Proposed RestructuringReorganization Resolution”) approving such Pre-Acquisition Reorganization in form and substance acceptable to Parent, acting reasonably, either included within the Arrangement Resolution or separate from the Arrangement Resolution if so requested by Parent; and (iii) include in the Circular the unanimous recommendation of the Board that would result the Shareholders vote in any material adverse Tax consequences favour of the Reorganization Resolution, provided that the Parent and Subco agree to Seller or its Subsidiariesamend the provisions of this Agreement requiring the Company to take certain action by specified times, Seller shall have including such provisions contained in Sections 2.2(a), 2.2(d) and 2.5, to the right extent necessary to refuse facilitate the foregoing. Subject to carry out the Proposed Restructuring. Neither Seller nor any provisions of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result this Section 6.8, the provisions in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify this Agreement regarding the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With Company’s obligations respecting the approval of Purchaser, which the Arrangement Resolution shall not be unreasonably withheld, Seller shall have apply mutatis mutandis to the right to transfer the shares of any approval of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Purchase as contemplated in this Agreement; and (iv) such transfer shall not result in any cost or adverse Tax or other consequences to Purchaser or any of the Seller CompaniesReorganization Resolution.

Pre-Closing Reorganization. (a) In addition Prior to the actions specified in Section 5.11Closing, Seller shall performon the terms and subject to the conditions set forth herein, Sellers and certain of their Affiliates (including the Companies) shall, and shall cause its Subsidiaries their respective Affiliates to, effect, or cause to performbe effected (or have already effected or caused to be effected, any reorganizationsas applicable) at Sellers’ sole cost and expense, restructuringsall actions, amalgamationsand to do and cause to be done, distributionsall things necessary, transfers of stock proper or assets, assignments, grants of license and other actions that are necessary advisable (subject to reorganize applicable Laws) to consummate the Seller Companies to accomplish the actions specified Pre-Closing Reorganization in Schedule 5.12 accordance with Section 1.1 of the Seller Disclosure Letter Letter, including the preparation, filing, registration or delivery of filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining of all regulatory approvals of a Governmental Entity necessary to consummate the Pre-Closing Reorganization; provided, that Sellers shall, and shall cause their Affiliates to, (i) use commercially reasonable efforts to obtain any third party Consent required to consummate the “Agreed Organizational Structure”Pre-Closing Reorganization in accordance with Section 4.20(b). If Purchaser requests Seller ) and (ii) subject to performapplicable Laws, or cause its Subsidiaries to performkeep Buyers reasonably informed on a regular basis of the status of the Pre-Closing Reorganization and consult with Buyers on the timing, any reorganizationstructure, restructuring, amalgamation, distribution, transfer implementation steps and intended Tax treatment of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other actionPre-Closing Reorganization steps. (b) If Purchaser requests SellerPrior to executing any Contract, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license instrument or other action agreement to be executed by the Companies or their Affiliates on or following the Execution Date in connection with the Pre-Closing Reorganization (the “Proposed RestructuringReorganization Documents”) shall be consistent with the terms and conditions of this Agreement and shall not alter the allocation of Transferred Assets, Assumed Liabilities, Excluded Assets, Excluded Liabilities, Taxes or any other matter addressed in this Agreement, Sellers shall provide Buyers with a reasonable opportunity to review and comment thereon and give due consideration to comments made by ▇▇▇▇▇▇ and accept any reasonable comments of Buyers that would result do not adversely affect Sellers or their Affiliates in any material adverse Tax consequences respect (unless such comments are necessary for Sellers to Seller be in compliance with the other provisions of this Section 4.17). Sellers shall provide copies to Buyers of each executed final Reorganization Document on or its Subsidiaries, Seller shall have prior to the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000Closing. (c) With Neither the approval Sellers nor either Company shall make any changes to the Pre-Closing Reorganization or include any provision material in any Reorganization Document that would be reasonably likely to result in any material cost, Tax or generate any Liability or obligation to either Buyer or either Company following Closing without the prior written consent of Purchaser, which shall Buyers (not to be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller conditioned or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Purchase as contemplated in this Agreement; and (iv) such transfer shall not result in any cost or adverse Tax or other consequences to Purchaser or any of the Seller Companiesdelayed).

Pre-Closing Reorganization. (a) In addition The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Parent or Sub may reasonably request prior to the actions specified in Section 5.11, Seller shall performEffective Date, and cause the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the obligations of the Company pursuant to this Section 4.09 shall be conditional on the understanding that (i) any Pre-Acquisition Reorganization shall not, in the opinion of the Company, acting reasonably, materially impede or materially delay the consummation of the Arrangement or the making of any Superior Proposal by any other person, (ii) any Pre-Acquisition Reorganization shall not, in the opinion of the Company, acting reasonably, materially interfere with the ongoing operations of the Company or its Subsidiaries, (iii) any Pre-Acquisition Reorganization shall not require the Company or any Subsidiary to contravene any applicable Laws, their respective organization documents or any Contract, (iv) the Company and its Subsidiaries shall not be obligated to perform, take any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and other actions that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”). If Purchaser requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not would reasonably be expected to result in any taxes being imposed on, or any adverse Tax tax or other consequences to, any Shareholder of the Company incrementally greater than the taxes or other consequences to Seller such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, and (v) the Company, its Subsidiaries and their respective officers, directors, employees, agents advisors and representatives shall have received an indemnity, in form and substance satisfactory to the Company, acting reasonably, from Parent from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization. Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization in reasonable detail at least 10 Business Days prior to the date of the Special Meeting. Any step or action taken by the Company or its Subsidiaries in furtherance of a proposed Pre-Acquisition Reorganization shall not be considered to be a breach of any representation, warranty or covenant of the Company contained in this Agreement. If the Arrangement is not completed, Parent or Sub shall forthwith reimburse the Company or at the Company’s direction, its Subsidiaries, Seller for all reasonable fees and expenses (including any professional fees and expenses and taxes) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall promptly perform such requested reorganizationbe responsible for any fees, restructuring, amalgamation, distribution, transfer expenses and costs (including professional fees and expenses and taxes) of stock the Company and its Subsidiaries in reversing or assets, assignment, grant of license or other actionunwinding any Pre-Acquisition Reorganization that was effected prior to the Effective Date. (b) If Purchaser requests SellerTo the extent that a Pre-Acquisition Reorganization requires approval of the Shareholders under the CBCA, the Company shall (i) seek approval of the Shareholders for such Pre-Acquisition Reorganization at the Special Meeting, (ii) include in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer the Proxy Circular a form of stock or assets, assignment, grant special resolution of license or other action the Shareholders (the “Proposed RestructuringReorganization Resolution”) approving such Pre-Acquisition Reorganization in form and substance acceptable to Parent, acting reasonably, either included within the Arrangement Resolution or separate from the Arrangement Resolution if so requested by Parent, and (iii) include in the Proxy Circular the unanimous recommendation of the Board that would result the Shareholders vote in any material adverse Tax consequences favour of the Reorganization Resolution, provided that Parent and Sub agree to Seller or its Subsidiariesamend the provisions of this Agreement requiring the Company to take certain action by specified times, Seller including such provisions contained in Section 1.02 and Section 1.07, to the extent necessary to facilitate the foregoing. Subject to the provisions of this Section 4.09, the provisions in this Agreement regarding the Company’s obligations respecting the approval of the Arrangement Resolution shall have apply mutatis mutandis to the right to refuse to carry out approval of the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000Reorganization Resolution. (c) With the approval of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided The Company agrees that (i) Purchaser shall have notice ofit shall, and the opportunity shall cause each of its Subsidiaries to, co-operate with Parent and Sub in good faith to review the terms ofplan, prepare and implement such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Purchase Pre-Acquisition Reorganizations as contemplated in this Agreement; are desirable and (iv) such transfer shall not result in any cost requested by Parent or adverse Tax or other consequences to Purchaser or any of the Seller CompaniesSub.

Pre-Closing Reorganization. (a) In addition to Within ninety (90) days following the actions specified in Section 5.11date of this Agreement, Seller shall performprepare, 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 cause its Subsidiaries deliver to performBuyer a draft plan describing, any reorganizationsin reasonable detail, restructuringsthe reorganization steps it plans to undertake to implement the Pre-Closing Reorganization, amalgamationsincluding, distributionsif necessary, transfers of stock by adding or assets, assignments, grants of license and other actions that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 removing entities from Section 1.01 of the Seller Disclosure Letter and Schedule 1 (the “Agreed Organizational StructurePre-Closing Reorganization Plan”). If Purchaser 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. Seller shall consider in good faith Buyer’s comments and must incorporate into the Pre-Closing Reorganization Plan any reasonable requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action Buyer (i) that is different from the Agreed Organizational Structure and which does not result in would avoid any adverse Tax consequences to Buyer and would not adversely affect Seller or any of its SubsidiariesAffiliates, 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 aggregate amount of the documented Losses (including Taxes and the use of Tax attributes), on a grossed-up basis, that result to Seller and its Affiliates from accommodating such request. Within thirty (30) days following the end of such review period, Seller shall promptly perform provide to Buyer a copy of the final Pre-Closing Reorganization Plan. Seller shall cause the Pre-Closing Reorganization to be completed in accordance with the final Pre-Closing Reorganization Plan by no later than the 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 requested reorganizationsteps as soon as reasonably necessary or desirable, restructuringprovided that Seller has (i) described such external requirements or considerations to Buyer, amalgamation(ii) given Buyer a reasonable opportunity to review and comment on the portion of the Pre-Closing Reorganization Plan that relates to such steps, distribution(iii) consulted with Buyer in good faith regarding such steps, transfer and (iv) incorporated into the portion of stock the Pre-Closing Reorganization Plan that relates to such steps any suggestions from Buyer that would not adversely affect Seller or assets, assignment, grant any of license or other actionits Affiliates. (b) If Purchaser requests At or prior to the Closing, Seller shall (i) form a new entity in the Swiss Confederation (“DeMag JV”) by filing formation documents in form reasonably agreed upon by Buyer and Seller, (ii) enter into with Buyer an operating agreement with respect to DeMag JV in writing, to performa form reasonably agreed upon by Buyer and Seller in accordance with the principles set forth in Section 5.14(b) of the Buyer Disclosure Letter and (iii) contribute, or cause its Subsidiaries to performbe contributed, to DeMag JV the Demag Trademarks pursuant to a contribution agreement with DeMag JV in form reasonably agreed upon by Buyer and Seller (it being agreed and acknowledged that such agreement will not contain any reorganizationrepresentations, restructuringwarranties or indemnities by any party thereto). Buyer and Seller shall cause DeMag JV at Closing to (i) grant to Buyer a license for the use of the Demag Trademarks, amalgamation, distribution, transfer pursuant to a license agreement incorporating the terms set forth in Section 5.14(b) of stock or assets, assignment, grant of license or other action the Buyer Disclosure Letter (the “Proposed RestructuringKappa Demag License Agreement”) that would result in any material adverse Tax consequences to Seller or its Subsidiaries, Seller shall have the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have grant to Seller a license for the right use of the Demag Trademarks, pursuant to receive an opinion a license agreement incorporating the terms set forth in Section 5.14(b) of tax counsel in order to assist Purchaser’s review of such transfer; the Buyer Disclosure Letter (iiithe “Theta Demag License Agreement”) such transfer shall in no way affect (the ability of Seller to complete the Stock Purchase as contemplated transactions described in this Section 5.14(b), collectively, the “DeMag JV Arrangements”). For purposes of this Agreement; and (iv) such transfer shall not result in any cost or adverse Tax or other consequences to Purchaser or any of the Seller Companies., “

Pre-Closing Reorganization. (a) In addition Seller shall, and shall cause its Affiliates to, use reasonable best efforts to take all steps as are required to consummate the transactions constituting the Pre-Closing Reorganization in accordance with the terms set out in Schedule I prior to the actions specified Closing, and Buyer shall cooperate in good faith with respect hereto. (b) Seller may make such changes to Schedule I and Section 5.111.01(a) of the Disclosure Schedule (including in order to designate any additional Subsidiaries as a Purchased Entity, to remove any Subsidiary of Seller from the group of Acquired Entities, or to otherwise change any Subsidiary of Seller with respect to any particular Purchased Asset or Acquired Entity) at any time prior to the Closing as it deems necessary or advisable and in its sole discretion; provided that if any such changes do or would be reasonably expected to materially and adversely impact Buyer and its Affiliates, whether prior to or after the Closing, no such change shall be effective without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Any such changes shall be incorporated into a revised, amended and restated Schedule I or Section 1.01(a) of the Disclosure Schedule, as applicable. (c) Buyer shall be permitted from time to time to propose in good faith any amendments or modifications to the Pre-Closing Reorganization with a view to optimizing value to each of Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand. Seller shall perform, consider all such comments in good faith and cause its Subsidiaries to perform, shall implement any reorganizations, restructurings, amalgamations, distributions, transfers of stock such amendment or assets, assignments, grants of license and other actions modification that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”). If Purchaser requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result or would not be reasonably expected to adversely impact the ability of Seller or its Affiliates to consummate the transactions constituting the Pre-Closing Reorganization in accordance with the terms hereof, delay the Closing in a non de-minimis manner or have any non de-minimis adverse Tax consequences to impact on Seller or any of its SubsidiariesAffiliates. (d) In the event that, at any time between the date of this Agreement and the Closing, Schedule I is amended to designate any additional Subsidiaries of Seller as a Acquired Entity, to remove any Subsidiary of Seller from the group of Acquired Entities, or to otherwise change any Subsidiary of Seller with respect to any particular Purchased Asset or Acquired Entity, Seller shall promptly perform be permitted to revise the Disclosure Schedules at such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other actiontime to include any additional necessary disclosures related thereto. (be) If Purchaser requests Seller, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer In furtherance of stock or assets, assignment, grant of license or other action (the “Proposed Restructuring”) that would result in any material adverse Tax consequences to Seller or its SubsidiariesPre-Closing Reorganization, Seller shall have use reasonable best efforts to obtain a customary reliance letter in favor of Buyer in respect of each Phase I Environmental Site Assessment prepared for the right Business, including those certain Phase I Environmental Site Assessment and Limited Environmental, Health, and Safety Compliance Assessment Reports prepared by Arcadis U.S., Inc. and made available to refuse Buyer prior to carry out the Proposed Restructuring. Neither date hereof; provided that none of Seller nor or any of its Subsidiaries Affiliates shall refuse be required to effect pay any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval of Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any of the Seller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the opportunity to review the terms of, such transfer; (ii) Purchaser shall have the right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the ability of Seller to complete the Stock Purchase as contemplated in this Agreement; and (iv) such transfer shall not result in any cost or adverse Tax money or other consequences consideration or grant any other accommodation or concession to Purchaser any Person or to initiate any of the Seller Companiesclaim or proceeding against any Person.