Common use of Pre-Closing Restructuring Clause in Contracts

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate aggregate, (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) any documents, instruments or external communications executed or delivered in order to give effect to the Restructurings shall either (x) be in form and substance reasonably satisfactory to Buyer or (y) be subject to an indemnity from Emerald in favor of Buyer with respect to Losses arising therefrom (provided further that, in each case, with respect to Business Policies, such Restructurings shall include the transfer of Business Renewal Rights) (4) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (45) with respect to Jewel UK Newco, (x) in relation to Business Policies, such Restructurings (I) shall include the transfer of Business Renewal Rights and (II) shall not include the assignment, novation or other transfer of any client Contracts unless such agreements are Specified Brokerage Contracts, and (y) in relation to all other agreements, Sapphire shall consult in good faith with the Buyer regarding in respect of the implementation of assignments, novations or other transfers of such Restructurings other agreements to Jewel UK Newco and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests Closing, Xxxxxxx shall, and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entitiesits Affiliates to, at all times in accordance with applicable Law (including notifying clients Xxxxxxx’x sole cost and customers)expense, to effect, all transfers and take all such actions as are necessary so that as of undertake the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated Exhibit I (the “Pre-Closing Restructuring”) in the manner described on such ScheduleExhibit I, including (a) the transfer by Xxxxxxx and the Xxxxxxx Retained Subsidiaries to an Xxxxxxx Contributed Subsidiary of each Xxxxxxx Contributed Asset, (b) the assumption by an Xxxxxxx Contributed Subsidiary of each Xxxxxxx Assumed Liability, (c) the transfer by each Xxxxxxx Contributed Subsidiary to Xxxxxxx or an Xxxxxxx Retained Subsidiary of each asset of such Xxxxxxx Contributed Subsidiary that would be an Xxxxxxx Excluded Asset were it held by an Xxxxxxx Retained Subsidiary and (d) the assumption by Xxxxxxx or an Xxxxxxx Retained Subsidiary of each Liability of an Xxxxxxx Contributed Subsidiary that would be an Xxxxxxx Excluded Liability were it a Liability of an Xxxxxxx Retained Subsidiary. Notwithstanding the foregoing, Xxxxxxx shall not, and shall cause its Affiliates not to, (A) transfer any assets, properties or businesses of any Xxxxxxx Contributed Subsidiary to Xxxxxxx or any Xxxxxxx Retained Subsidiary (other than any asset that would be an Xxxxxxx Excluded Asset were it held by an Xxxxxxx Retained Subsidiary) or (B) assetstransfer to any Xxxxxxx Contributed Subsidiary, properties and businesses or have any Xxxxxxx Contributed Subsidiary otherwise assume, any Liabilities of Xxxxxxx or any Xxxxxxx Retained Subsidiary (other than the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “NonXxxxxxx Assumed Liabilities). The Pre-Business Assets”) Closing Restructuring shall be transferred consummated in compliance with Applicable Law and pursuant to any documentation that Aspen has had a reasonable opportunity to review and comment upon (which final documentation shall incorporate such reasonable comments of the Retained Entities and (C) except Aspen). The Pre-Closing Restructuring may be amended or modified by Xxxxxxx so long as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, such amendments or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that modifications would not reasonably be expected, individually or in the aggregate (A1) to be material to Newco and its Subsidiaries (after giving effect to the Closing) (including any new material Liability), (2) to prevent or materially delay the consummation of the Transactions, (3) to materially interfere with, prevent or materially delay the ability of Sellers Aspen or, following the Closing, Newco or any of its Subsidiaries to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B4) to change in any material way the overall scope of the Businesses Echo Business being sold transferred to Buyer Newco under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement Agreement, (5) to impose restrictions on the business of Newco following the Closing (other than pursuant to the Tax Matters Agreement) or (C6) to result in material adverse Tax consequences to BuyerAspen, its Affiliates Affiliates, Newco or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings Xxxxxxx Contributed Subsidiary that would not otherwise be permitted the subject of indemnification by Xxxxxxx under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheldTax Matters Agreement; provided that, conditionedin each case, or delayed), (2) the completion of any or all such Restructurings Xxxxxxx shall not be a condition to any Closing, (3) no Restructurings (other than reasonably in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall advance consult in good faith with Buyer regarding Aspen in connection with, and provide Aspen with written notice of, any such Restructurings amendments and modifications. Xxxxxxx shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable keep Aspen reasonably informed, upon request, Sapphire shall provide Buyer with reasonable updates from time to time on of the status and details of the RestructuringsPre-Closing Restructuring.

Pre-Closing Restructuring. The Seller Parties shall cause the Pre-Closing Restructuring to be completed prior to Closing as contemplated by Schedule II, and shall keep Buyer reasonably informed with respect thereto. Buyer shall have the opportunity to review and comment on all documentation relating to the Pre-Closing Restructuring, which documentation shall be in form and substance reasonably acceptable to Buyer. Without limiting the generality of the foregoing, the Seller Parties shall cause (a) Prior ScotCo to distribute £5,250,000 to its shareholders pursuant to a previously declared dividend, (b) marketable securities held by the Principal Closing Relevant Companies (other than EOCM) to be liquidated and held in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that cash as of the Relevant Closing unless otherwise agreed by Buyer, (Ac) all Taxes resulting from the internal restructuring transactions set forth Pre-Closing Restructuring that are imposed on Schedule 2.06(a)(i)(A)the Company, shall ScotCo, and their Subsidiaries to be consummated paid or fully accrued as liabilities in the manner described calculation of Closing Working Capital and (d) all Excluded Assets to be distributed to Seller (without any ongoing Liability with respect thereto on such Schedule, (Bthe part of any Relevant Company) assets, properties at or prior to Closing. Buyer and businesses Seller shall also cooperate between the date hereof and the Closing with respect to the potential sale of the Transferred Entities that, if held EOCM by the Retained EntitiesCompany, would constitute Excluded Assets with the terms and conditions of any such sale of EOCM (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred and appropriate adjustments to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned subject to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not it being understood that any such approved sale of EOCM will be deemed to be unreasonably withheldpart of the Pre-Closing Restructuring, conditioned, or delayed), (2) the completion but such approved sale of any or all such Restructurings EOCM shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not required to be unreasonably withheld, conditioned agreed upon or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect completed pre-Closing for the purposes of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructuringsthis Section 6.18 or Section 8.7).

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect As of the Principal Business Equity Interests and the Principal Business Transferred Assets) and day immediately prior to the applicable Deferred Closing (in respect consummation of the Deferred Business Equity Interests transactions contemplated by this Agreement, the Transferors shall, subject to the terms and conditions set forth herein and subject to the completion of the Defeasance, the incurrence of the Refinancing Debt and the Deferred Business Transferred Assets)receipt of the consents and approvals set forth in Schedule 2.1-A hereto, Sapphire (i) shall use reasonable best efforts to effect, or cause the Redemption to occur. Each of the Transferors, the Partnership and the REIT agrees that, subject to the terms and conditions of this Agreement, they will cooperate with, and provide reasonable assistance to, each other Sellers or with a view to causing each of the Transferred Entitiesevents contemplated by the Redemption Agreement to occur prior to the Redemption (the “Reorganization Events”) to be completed with legal effect prior to the Closing under the Redemption Agreement. Immediately following the completion of the Reorganization Events, at all times the Redemption will be completed and, on the Closing Date the distribution of the limited liability company interests in accordance with applicable Law the Company held by Westban Venture to SCG and WCBC will occur and, subject to the terms and conditions of this Agreement, the parties shall cause the actions described in steps 1-7 of Schedule 2.1-B, and the other transactions contemplated by this Agreement (including notifying clients and customersthe “Contribution Events”), to effect, all transfers and take all such actions as are necessary so that as be completed. Each of the Relevant Closing (A) Transferors, the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in Partnership and the manner described on such Schedule, (B) assets, properties and businesses REIT further agrees that the consummation of the Transferred Entities thatReorganization Events, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) Redemption and the Contribution Events (collectively, the “Non-Business AssetsTransaction Events”) shall will be transferred to any initiated only if the parties are reasonably certain that all of the Retained Entities conditions to the occurrence of each of them will be satisfied and (C) except as otherwise set forth in this Agreementthat it is reasonably likely that such Transaction Events will be consummated. Accordingly, any Liability each of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectivelyTransferors, the “Non-Business Liabilities”) shall be assigned Partnership and the REIT agrees that it will provide to any the other parties hereto, on the Closing Date and prior to the release of the Retained Entities documents and (ii) may effectfunds from escrow, or cause an acknowledgement that all of the Transferred Entities conditions to effect, any transfer or other action as necessary its obligations to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement have been satisfied, and that each of the parties shall be entitled to rely on such acknowledgement. Without limitation of the foregoing, each of the Transferors, the Partnership and the REIT agrees that upon the effectiveness of any one of the Transaction Events hereunder or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause Redemption Agreement (ii) may be completed with including as set forth in the prior written consent penultimate paragraph of Buyer (not to be unreasonably withheld, conditioned, or delayedSection 2.2 of the Redemption Agreement), (2) they will make all commercially reasonable efforts to ensure the completion of all other Transaction Events and will not take any steps to adjourn, delay or all such Restructurings shall not be a condition to interfere with the process in any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructuringsway.

Pre-Closing Restructuring. Notwithstanding anything in this Agreement to the contrary, (a) Prior nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) by any ContentCo Entity of any cash or cash equivalents prior to Closing, in each case to the Principal extent such transfer does not, and would not reasonably be expected to, materially interfere with or prevent the Pre-Closing (in respect Restructuring or the implementation of the Principal Business Equity Interests Closing Structure (as each such term is defined below) pursuant to the terms hereof, (b) nothing in this Agreement shall prohibit or restrict the transfer (by contribution or otherwise) by Torch or any of its Subsidiaries to any ContentCo Entity of assets or liabilities of the ContentCo Business, or the transfer (by distribution or otherwise) by any ContentCo Entity to Torch or any of its subsidiaries of any assets or liabilities other than assets and liabilities of the Principal Business Transferred AssetsContentCo Business, in each case to the extent such transfer does not, and would not reasonably be expected to, materially interfere with or prevent the Pre-Closing Restructuring or the implementation of the Closing Structure pursuant to the terms hereof, (c) and prior to the applicable Deferred Closing (in respect Closing, Torch and its Subsidiaries shall take the actions set forth on Section 5.13 of the Deferred Business Equity Interests Torch Disclosure Letter to implement the structure set forth on Section 5.13 of the Torch Disclosure Letter (such structure, the “Closing Structure” and such actions set forth on Section 5.13 of the Torch Disclosure Letter, the “Pre-Closing Restructuring”), and (d) Torch shall be permitted to modify or amend the Pre-Closing Restructuring and the Deferred Business Transferred Assets)Closing Structure from time to time on one or more occasions, Sapphire except that if such modification or amendment is reasonably expected to (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) materially reduce the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A)aggregate tax basis step-up, shall be consummated for U.S. federal income Tax purposes, in the manner described on such Scheduleassets acquired by United (or any of its Subsidiaries) from Torch (or any of its Subsidiaries) pursuant to the Transactions), (B) assets, properties and businesses cause the acquisition of the Transferred Entities that, if held by Purchased Rights pursuant to this Agreement not to qualify for the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and Agreed Tax Reporting or (C) except as otherwise set forth in this Agreementto the extent required by Section 6.2, change the entity classification, for U.S. federal income Tax purposes, of any Liability of the Transferred Entities that, if a Liability of a Retained ContentCo Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, impose on United or cause the Transferred Entities to effect, its Subsidiaries (including any transfer ContentCo Entity) any material and unreimbursed costs (including material and unreimbursed Taxes imposed on any ContentCo Entity but excluding Taxes imposed on United or its other action as necessary to undertake any other restructurings that would not reasonably be expected, individually Subsidiaries) or (iii) result in the aggregate (A) to materially interfere with, prevent or materially a material delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyerthen-anticipated Closing Date, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would Torch shall not otherwise be permitted under the foregoing clause (ii) may be completed with the to effect such modification or amendment unless it shall have provided United written notice thereof reasonably in advance of effecting such modification or amendment and United shall have provided its prior written consent of Buyer (not to be unreasonably withheld, delayed or conditioned, or delayed), (2) the completion of any or all such Restructurings . Torch shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) keep United reasonably and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer promptly informed regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructuringsimplementation of the Pre-Closing Restructuring and the Closing Structure and shall, reasonably promptly following United’s written request therefor, provide copies of all material definitive documentation effecting or otherwise governing the Pre-Closing Restructuring, the Closing Structure and any transactions relating thereto, in each case to the extent such documentation or transactions are specifically identified on Section 5.13 of the Torch Disclosure Letter.

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets)Closing, Sapphire (i) shall use reasonable best efforts Parent agrees to effectcontribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to (A) the Seller Group or its Subsidiaries, and Parent shall cause the Seller Group or their Subsidiaries to agree to accept, free and clear of all Liens, other Sellers or than Permitted Liens, all of Parent’s and its Subsidiaries’ right, title and interest in, to and under the issued and outstanding Equity Interests of the Transferred Entities (other than the Seller Group) and (B) the Transferred Entities, at and Parent shall cause the Transferred Entities to accept, free and clear of all times in accordance with applicable Law Liens, other than Permitted Liens, all of Parent’s and its Subsidiaries’ right, title and interest in, to and under the Xxxx Assets (including notifying clients and customersother than the Listed Intellectual Property), to effectwhich the parties expressly understand and agree shall exclude the Carrier Assets, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), which shall be consummated in retained by the manner described on such Schedule, (B) assets, properties Parent Group and businesses excluded from the Xxxx Assets or shall be transferred out of the Transferred Entities that, (if held by a Transferred Entity) prior to the Retained EntitiesClosing notwithstanding any other provision of this Agreement, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (Cii) except as otherwise Parent shall cause the Transferred Entities to agree to accept and assume all Xxxx Liabilities and to thereafter timely pay, discharge and perform in accordance with their terms, which the parties expressly understand and agree shall not include the Carrier Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, any Liability of at the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectivelyClosing, the “Non-Business Liabilities”) Listed Intellectual Property shall be transferred, conveyed, assigned and delivered to any Purchaser or one of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the RestructuringsIntellectual Property Assignment Agreement.

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets)Closing, Sapphire (i) Seller shall use commercially reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), its Subsidiaries to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (Ai) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) any assets, Contracts, rights, interests or properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandisGroup Companies described in Schedule 2.02(a)(i) (collectively, the “Non-Business Retained Assets”) shall be transferred to the Retained Companies, (ii) any Liabilities of the Retained Entities and Group Companies described in Schedule 2.02(a)(ii) (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Retained Liabilities”) shall be assigned to any of to, and assumed by, the Retained Entities and Companies, (iiiii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated therebyIT Assets, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or Business Intellectual Property Rights, (C) any other assets, rights, interests or properties of the Retained Companies primarily used in the conduct of the Business, in each case, except for (x) Intellectual Property Rights, information technology assets and Contracts and (y) the assets, rights, interests and properties of the Retained Companies access to result in material adverse Tax consequences to Buyerwhich or use of which is explicitly governed or explicitly required by the other Transaction Documents and (D) those other assets, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI Contracts, rights, interests and Section 9.02properties of the Retained Companies set forth on Schedule 2.02(a)(iii) (collectively, the “Transferred Assets”) shall be transferred to one or more Group Companies and (iv) the Liabilities of the Retained Companies described in Schedule 2.02(a)(iv) (the “Transferred Liabilities”) shall be assigned to, and assumed by, the Group Companies. The transactions contemplated by the foregoing clauses (i) to (iv) are collectively referred to as the “RestructuringsPre-Closing Business Transfers”, each of which shall be effected and implemented on or prior to the Closing Date pursuant to agreements, documents and other instruments of transfer, assignment and assumption that are provided to Buyer prior to the date hereof or otherwise reasonably satisfactory to Buyer (such agreements, documents and instruments, the “Pre-Closing Business Transfer Documents”); provided, however, that . Neither Seller nor any of its Subsidiaries or its or their respective Representatives shall (1x) Restructurings that would not otherwise be permitted under implement or effect the foregoing clause (ii) may be completed Pre-Closing Business Transfers other than in accordance with the Pre-Closing Business Transfer Documents, or (y) amend, modify or otherwise make any changes or alterations to the Pre-Closing Business Transfer Documents in any material respect without Buyer’s prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings).

Pre-Closing Restructuring. (a) Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing and (ii) prior to the Closing, Parent and its Subsidiaries will implement the pre-closing restructuring plan set forth on Section 5.18(a) of the Parent Disclosure Schedule (the “Pre-Closing Restructuring Plan”). Prior to the Principal Closing (in respect of the Principal Business Equity Interests Closing, Parent and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire its Subsidiaries may (i) shall use reasonable best efforts modify or amend the Pre-Closing Restructuring Plan from time to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Scheduletime, (Bii) assets, properties and businesses cause any of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets that is a “per se” corporation to convert into an “eligible entity,” (applying Section 2.03 mutatis mutandisiii) (collectively, the “Non-Business Assets”) shall be transferred to cause any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities thatto elect to be treated as a “disregarded entity” or a corporation for U.S. federal income Tax purposes, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis and (collectively, the “Non-Business Liabilities”iv) shall be assigned to transfer equity interests in any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates Parent or any Transferred Entities of its Subsidiaries (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as including Subsidiaries that may be newly formed after the “Restructurings”date hereof); provided, howeverthat, that (1) Restructurings that would not otherwise be permitted under in the foregoing case of any modification or amendment described in clause (iii) may be completed or any transfer described in clause (iv) (to the extent such transfer is inconsistent with the prior written consent of Buyer (Pre-Closing Restructuring Plan), Parent shall not to be unreasonably withheldundertake such modification, conditionedamendment, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed transfer without the prior written consent of Buyer (the Purchaser, not to be unreasonably withheld, conditioned or delayed) and , to the extent such modification, amendment or transfer would reasonably be expected to materially adversely affect Purchaser in any Post-Closing Tax Period (4) with respect it being understood that any modification or amendment relating to UK Newcothe U.S. entity classification of a Transferred Entity shall not require Purchaser consent; provided, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable requesthowever, Sapphire that Parent shall provide Buyer with reasonable updates from time prompt notice to time on Purchaser of any such modification or amendment) or materially adversely affect the status ability of the RestructuringsParties to consummate the Transactions. Notwithstanding anything to the contrary herein, prior to the Closing, Parent and its Subsidiaries may transfer any Transferred Entity to Parent or any of its Subsidiaries if such Transferred Entity would reasonably be expected to be a Deferred Transferred Entity pursuant Section 2.7(b), provided that such classification as a Deferred Transferred Entity is not caused by such transfer.

Pre-Closing Restructuring. (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) Sellers shall use reasonable best efforts to effect, consummate or cause to be consummated the other Sellers or the Transferred Entities, at all times in accordance with applicable Law transactions described on Exhibit A (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A)Exhibit A, shall as the same may be consummated amended (i) by mutual agreement between the US Seller and Buyer from time to time in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying accordance with Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and 10.2 or (ii) may effect, or cause by Seller from time to time prior to the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed Closing with the prior written consent of Buyer (which consent will not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed), being referred to as the “Pre-Closing Restructuring”) no later than immediately prior to the Closing. The Companies and the Transferred Subsidiaries shall declare and pay such dividends and make such distributions as are necessary in order to distribute, immediately prior to the Closing, all cash in the Company Group that is in excess of Minimum Cash (4) with respect provided, for the avoidance of doubt, that such distributions shall be made and payable solely in cash and be paid prior to UK Newco, Sapphire shall consult the Closing). Sellers and Buyers agree to use reasonable efforts and cooperate in good faith with Buyer regarding between signing and Closing in order to determine whether the Pre-Closing Restructuring can be implemented in the manner described on Exhibit L (rather than as described on Exhibit A) (such Restructurings transactions set forth on Exhibit L being referred to as the “Alternative Pre-Closing Restructuring”) without adversely affecting any member of the Seller Group and shall consider their respective equity holders. If Sellers reasonably determine in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on that the status Alternative Pre-Closing Restructuring may be implemented without adversely affecting any member of the RestructuringsSeller Group and its respective equity holders, the Sellers and Buyer will implement the Alternative Pre-Closing Restructuring; provided, that (i) the incurrence of out-of-pocket expenses by any member of the Seller Group that are reimbursed by Buyer shall not be considered to adversely affect any member of the Seller Group or their respective equity holders, (ii) the fact that the Sellers will own two additional legal entities will not be considered to adversely affect any member of the Seller Group or its respective equity holders and (iii) if Sellers reasonably determine that implementation of the Alternative Pre-Closing Restructuring will adversely affect any member of the Seller Group or its respective equity holders, Sellers will cooperate reasonably with Buyer in good faith to identify (and if identified implement) an alternative to the Alternative Pre-Closing Restructuring that accomplishes the same objectives without having such an adverse effect.