Common use of Pre-Closing Restructuring Plan Clause in Contracts

Pre-Closing Restructuring Plan. Seller shall use its reasonable best efforts to complete the Pre-Closing Restructuring Plan prior to the Closing or, if contemplated by the Pre-Closing Restructuring Plan or if Seller otherwise reasonably deems necessary or appropriate, as soon as reasonably practicable following the Closing; provided, that any such activities completed following the Closing shall not materially interfere with Purchaser’s and its Affiliates’ conduct of the Business (other than as contemplated by the Real Estate Steps Plan, in which case the Parties shall use reasonable best efforts to mitigate the disruption to the Business to the extent reasonably practicable). Purchaser and Seller shall reasonably cooperate in the implementation of the Pre-Closing Restructuring, including in making the Tax elections contemplated thereby.