Common use of Restructuring Steps Clause in Contracts

Restructuring Steps. (a) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Pre-Closing Restructuring Steps (other than any Pre-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) prior to the Closing in the manner and sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Pre-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Pre-Closing Restructuring Steps that Buyer may reasonably propose from time to time. (b) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Post-Closing Restructuring Steps (other than any Post-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) immediately following the Closing in the manner, at the times and in the sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Post-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Post-Closing Restructuring Steps that Buyer may reasonably propose from time to time. (c) Notwithstanding anything herein to the contrary, the Parties agree that, subject to Applicable Law, from the time of the Subsidiary Transfers through the Closing, the applicable ANR Subsidiaries shall hold (and retain legal

Restructuring Steps. (a) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Pre-Closing Restructuring Steps (other than any Pre-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) prior to the Closing in the manner and sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Pre-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Pre-Closing Restructuring Steps that Buyer may reasonably propose from time to time. (b) The Sellers and ReorgCo shall consummate, or cause to be consummated, the Post-Closing Restructuring Steps (other than any Post-Closing Restructuring Steps that are to be performed solely by Buyer and its Subsidiaries) immediately following the Closing in the manner, at the times and in the sequence set forth in Schedule B. The Sellers shall keep Buyer regularly informed of the progress of the Post-Closing Restructuring Steps and shall consider in good faith any changes with respect to the Post-Closing Restructuring Steps that Buyer may reasonably propose from time to time. (c) Notwithstanding anything herein to the contrary, the Parties agree that, subject to Applicable Law, from the time of the Subsidiary Transfers through the Closing, the applicable ANR Subsidiaries shall hold (and retain legallegal title to or, in the case of a Specified Asset that is a contract or agreement, continue to be party to) and comply with applicable law and perform all legal obligations with respect to the Specified Assets for the account of Alpha Natural Resources and Alpha Natural Resources shall have the benefits (including fees, proceeds and any claims and rights), Liabilities, and bear the economic burdens, associated with the Specified Assets. In furtherance of the foregoing, from the time of the Subsidiary Transfers through the Closing, the applicable ANR Subsidiaries agree to enforce against any third-party (including any Governmental Authority) for the benefit (and at the expense) of Alpha Natural Resources any and all of the ANR Subsidiaries’ rights associated with the Specified Assets and, to the extent monies are received by the ANR Subsidiaries with respect to any of the Specified Assets, the ANR Subsidiaries shall receive such monies for the sole benefit of Alpha Natural Resources and the ANR Subsidiaries shall promptly transmit to Alpha Natural Resources when received all monies received by them with respect to the Specified Assets (net of the ANR Subsidiaries’ expenses incurred in connection with the foregoing). Alpha Natural Resources and its representatives are hereby appointed as proxy and attorney-in-fact to take or direct any actions to be taken by the holder of the Specified Assets, including, if necessary, exercising rights (including voting) with respect to the Specified Assets, and the ANR Subsidiaries shall, and shall cause their representatives to, follow the directions of Alpha Natural Resources and its representatives. Without limitation of the foregoing, from the time of the Subsidiary Transfers through the Closing, the ANR Subsidiaries agree (i) to take