Examples of Pre-Closing Restructuring in a sentence
Subject to the Funds receipt of evidence satisfactory to them that the conditions set forth in Article V are or will be satisfied within two days, prior to the Closing the Company and its Subsidiaries will be restructured in the manner identified in Stepsthrough 4 of Schedule5 (the "Pre-Closing Restructuring").
The Purchaser will consult with the Funds and the Company, and provide the Funds and the Company a reasonable opportunity to review and comment on, all documentation and other arrangements relating to the Pre-Closing Restructuring and the Pre-Closing Restructuring will be effected in a manner that does not impose any tax or other liability or obligation of any nature on the Funds.
The Purchaser will be responsible at its cost and expense for the preparation of all documentation and making all necessary legal arrangements to effect the Pre-Closing Restructuring, except for any expenses or costs which the Funds are expressly required to pay under this Agreement relating to the Stock Purchase and in connection with obtaining any Required Consent.
As promptly as practicable after the date hereof (and in any event, prior to the Closing), the Sellers shall, at the Sellers' expense, cause the actions and transactions described in Section 4.13 of the Seller Disclosure Letter (the "Pre-Closing Restructuring Actions") to be implemented as set forth therein, and shall indemnify Apollo and its Affiliates (including, from and after the Closing, the Subject Companies) from any liability or obligation arising in connection with such actions or transactions.
SECTION5 Pre-Closing Restructuring of the Company and of Non-Qualifying Businesses.