Common use of Pre-Closing Restructuring Clause in Contracts

Pre-Closing Restructuring. (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities.

Pre-Closing Restructuring. (a) Subject to Section 2.05(b), to the extent not already completed between the date of the Original Agreement and the date of this Amended Agreement, prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities.

Pre-Closing Restructuring. (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller The Company shall, and shall cause its applicable Subsidiaries to, engage take all actions necessary to, complete the restructuring transactions set forth in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s other businesses Exhibit C hereto (collectively, the “Pre-Closing Restructuring”)) immediately prior to the Closing, which provided, however, that the consummation of any such Pre-Closing Restructuring transactions shall be undertaken in contingent upon the receipt by the Company of a manner consistent with Section 6.14 written notice from Parent confirming that all of the Seller Disclosure Letter conditions set forth in Sections 7.1 and 7.2 (as the same may be modified in accordance with this other than Section 6.147.2(d) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not other than those conditions that by their nature are to be unreasonably withheldsatisfied at the Closing) have been satisfied (or, delayed or conditionedat the option of Parent, waived) and in accordance that Parent is prepared to proceed with applicable Law. Following the Closing immediately following the consummation of the Pre-Closing Restructuring. None of the representations, at warranties or covenants of the Closing, Purchaser shall (directly Company or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries shall be deemed to apply to, or deemed breached or violated by, any of the Pre-Closing Restructuring transactions contemplated by this Section 6.17. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in performing their obligations under this Section 6.17, and indemnify the Company for any and all losses incurred by the Company or any of its Subsidiaries arising therefrom (including except to the Transferred Entities) shall (directly extent any such losses arise from the willful misconduct, gross negligence or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilitiesbad faith of the Company).

Pre-Closing Restructuring. (a) Subject to Section 2.05(b), prior to the consummation of the Closing Seller shall, and shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Business from Seller’s the Hearing Aid Battery Business and any other businesses business or assets of Seller or its Subsidiaries (collectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to approved by Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) in writing and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectlyindirectly through the Transferred Entities) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or or, as between Seller and Purchaser and their respective Affiliates, be liable for or have any responsibility with respect to any Retained Liabilities.