Restructurings. Parent shall cause the Restructurings to be consummated in accordance with Schedule A-2 of the Disclosure Letter and shall use commercially reasonable efforts to consummate the Restructurings prior to the date the Closing would otherwise be required to occur pursuant to this Agreement without giving effect to the conditions to the consummation of the Closing set forth in Sections 5.5 and 6.4. All fees, expenses and other liabilities, other than Taxes (liability for which Buyer is indemnified for to the extent provided in Section 9.1(a)(iii)), in connection with the Restructurings shall be Parent’s responsibility.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Rockwood Holdings, Inc.)