Common use of Additional Cooperation Clause in Contracts

Additional Cooperation. (a) NewCo, the Company, Parent and the Purchaser agree that, from the date of this Agreement until the Closing, no such party nor any of its Subsidiaries will, directly or indirectly, knowingly take any actions or omit to take any actions that would or would reasonably be expected to (i) result in any of the conditions set forth in Section 10 not being satisfied, (ii) result in new or additional required approvals from any Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents or (iii) materially impair, interfere with, hinder or delay the ability of the Company, NewCo, Merger Sub, Parent or the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) Without limiting Section 7.4 of the Asset Transfer Agreement, Parent and the Purchaser will cooperate with NewCo with respect to providing such information and access to Parent’s and the Purchaser’s and their Subsidiaries’ employees and the employees of their independent accountants as is reasonably necessary for NewCo to comply on a timely basis with its disclosure and reporting obligations under the Exchange Act and the Securities Act including any such obligations arising out of a registration (or other offering) of any securities of NewCo, including any registration of NewCo Common Stock in connection with the consummation of the Merger. Such cooperation will include using reasonable efforts to provide NewCo with such audited financial statements and interim financial statements (reviewed by Parent’s and the Purchaser’s independent accountants in accordance with SAS 100) for the business transferred in connection with the KO Asset Transfer (in each case, prepared on a historical basis taking into account required adjustments and other requirements of Regulation S-X under the Exchange Act) as may be required to be presented under the Exchange Act or the Securities Act, using reasonable efforts to cause Parent’s and the Purchaser’s independent accountants to provide any required consents for the inclusion of such financial statements in any registration statement, making appropriate officers of Parent and the Purchaser and their respective Subsidiaries available for any reasonable and customary due diligence efforts with respect to any registration (or other offering) of NewCo securities and using reasonable efforts to cause Parent’s and the Purchaser’s independent accountants to participate in any reasonable and customary due diligence activities (including providing a customary “comfort letter,” if appropriate) with respect to any registration (or other offering) of NewCo securities. Subject to the following sentence, NewCo (i) agrees to indemnify and hold harmless, to the extent permitted by law, Parent, the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, members, agents, counsels, accountants, advisers, representatives and directors from and against any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) caused by, arising out of or relating to any action or inaction by Parent or the Purchaser in connection with its performance of its obligations under this Section 8.16(b) (other than in respect of the use in the Form S-4 of information provided pursuant to Section 7.4 of the Asset Transfer Agreement) and (ii) will pay all fees, costs and expenses incurred by Parent or the Purchaser or their directors, officers, partners, members, agents, counsels, accountants, advisers, representatives or directors relating to their performance of this Section 8.16(b) (other than in respect of the information provided pursuant to Section 7.4 of the Asset Transfer Agreement). No filing of, or amendment or supplement to, the Form S-4 for the registration of NewCo Common Stock issued in the Merger (the “Form S-4”), or response to any comments of the SEC with respect thereto, shall be made by the Company or NewCo, without first providing Parent and its counsel a reasonable opportunity to review, comment thereon, and, to the extent relating to (x) Parent or its Affiliates or Parent Distributors or (y) the Transaction Documents or the transactions contemplated thereby, approve such filing, amendment or response (which approval shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, in the event that any cooperation is requested pursuant to this Section 8.16(b) with respect to a registration or other offering of securities of NewCo requested by Parent or the Purchaser or in which Parent or the Purchaser participates pursuant to Section 9, (i) in no event will NewCo be obligated to indemnify any Person or pay any amounts pursuant to the preceding sentence to the extent the Purchaser is obligated to provide indemnity with respect to, or pay, such matters or amounts pursuant to Section 9 and (ii) in the event that the Purchaser or Parent fail to provide any information, access or consent contemplated hereby that is required for the applicable Registration Statement, NewCo’s failure to file such Registration Statement as a result thereof will not be a breach of Section 9.

Additional Cooperation. (a) NewCo, the Company, Parent and the Purchaser agree that, from From the date of this Agreement until through the Closingdate that is the second anniversary of the Closing Date, no Seller agrees that, including in connection with (x) the preparation and filing during such party nor period of any registration statement filed under the Securities Act or (y) any unregistered offering of its Subsidiaries willsecurities during such period, directly or indirectly, knowingly take any actions or omit including with respect to take any actions that would or would reasonably be expected to the following: (i) result Seller shall use its reasonable best efforts, and cause its Affiliates to use their reasonable best efforts, to cooperate with and provide support to Purchaser (including by providing as promptly as reasonably practicable upon the reasonable request of Purchaser (a) financial information relating to the Business in any of the conditions set forth in Section 10 not being satisfiedits possession, (ii) result in new or additional required approvals from any Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents or (iii) materially impair, interfere with, hinder or delay the ability of the Company, NewCo, Merger Sub, Parent or the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) Without limiting Section 7.4 of the Asset Transfer Agreement, Parent and the Purchaser will cooperate with NewCo with respect to providing such information and reasonable access to Parent’s books, records, work papers and other documents relating to the Purchaser’s Business, (c) management representation letters and their Subsidiaries’ employees other similar items and the employees of their independent accountants as is (d) reasonable access to personnel, and otherwise providing all assistance reasonably necessary for NewCo to comply on a timely basis with its disclosure and reporting obligations under the Exchange Act and the Securities Act including any such obligations arising out of a registration (or other offeringtherefor) of any securities of NewCo, including any registration of NewCo Common Stock in connection with the consummation preparation of the Merger. Such cooperation will include using reasonable efforts to provide NewCo with such audited financial statements and interim financial statements reports set forth in this Section 5.26. (reviewed by Parent’s ii) Seller hereby (x) consents to the use of the Financial Statements and the Purchaser’s independent accountants financial information provided pursuant to this Section 5.26 in any filings with the Securities and Exchange Commission in accordance with SAS 100) for the business transferred in connection with the KO Asset Transfer (in each case, prepared on a historical basis taking into account required adjustments and other requirements of Regulation S-X under the Exchange Act) as may be required to be presented under the Exchange Act or the Securities Act, using any Exchange Act Disclosure (as defined below) and any other filings as may be required under applicable foreign and state securities Laws, (y) agrees to deliver one or more customary representation letters (which, to the extent applicable, shall be consistent with Seller’s past practice) to Purchaser’s registered public accountants that are reasonably requested by Purchaser to allow such registered public accountants to complete an audit (or review of any financial statements or issue one or more consents or comfort letters), and to issue an opinion with respect to an audit or review of those financial records required pursuant to this Section 5.26 and (z) agrees to use its reasonable best efforts to obtain consents of its auditors for use of their reports therein and comfort letters (including customary negative comfort) of its auditors as reasonably requested by Purchaser. (iii) Without limiting the foregoing provisions of this Section 5.26, Seller agrees to cooperate, and use reasonable best efforts to cause Parentits Affiliates and auditors to cooperate, in providing, upon Purchaser’s request at any time or from time to time, (a) such other historical financial information relating to the Business in its possession as may be reasonably necessary for Purchaser to satisfy its filing obligations with the Securities and Exchange Commission, including in connection with any registration statement filed under the Securities Act or any unregistered offering of securities, (b) any related supporting schedules reasonably requested by Purchaser in the format reasonably requested by Purchaser at such time (and as may be updated by Purchaser in its reasonable discretion from time to time), and (c) any other information relating to the Business in its possession reasonably necessary for Purchaser to comply with the requirements (as reasonably determined by Purchaser) of Regulation S-K and Regulation S-X of the Securities Act, as amended, including Rule 3-05 and Article 11 thereof. Further, Seller shall use reasonable best efforts to provide, and to cause its Affiliates and auditors to provide, all cooperation as reasonably requested by the Purchaser’s independent accountants , to provide the extent related to the Financial Statements, the Interim Financial Statements, the Year End Financial Statements, the Post-Closing Interim Financial Statements, the Post-Closing Year End Financial Statements or the financial information otherwise provided pursuant to this Section 5.26 or otherwise related to the Business, in connection with (w) any disclosure reasonably determined by Purchaser to be required consents for to be made by Purchaser or any of its Affiliates under or pursuant to the inclusion Exchange Act, including disclosure required to be made by Purchaser or any of such financial statements its Affiliates in any Form 10-K, 10-Q, 8-K, 8-A or 10 (each a “Exchange Act Disclosure”) or in any registration statement, making appropriate officers of Parent and the statement filed by Purchaser and their respective Subsidiaries available for or any reasonable and customary due diligence efforts other offering document with respect to any registration offer or sale of securities by Purchaser, (x) any offer or sale of securities registered under the Securities Act, undertaken by Purchaser or any of its Affiliates, (y) any offer or sale of securities under Rule 144A of the Securities Act undertaken by the Purchaser or any of its Affiliates or (z) any offer or sale of Indebtedness. Purchaser and Seller agree that, notwithstanding the terms of any confidentiality agreement, Purchaser and its Affiliates shall be permitted to include in any Exchange Act Disclosure, offer or sale of securities registered under the Securities Act or offer or sale under Rule 144A of the Securities Act or provide to banks and other financing sources in connection with bank or similar financing, financial or other offering) information regarding the Business (including the revenues and earnings before interest, taxes, depreciation and amortization of NewCo securities the Business and using reasonable efforts information regarding the Business reasonably requested by the Purchaser for the Purchaser or any of its Affiliates to cause Parent’s prepare pro-forma financial information of the Purchaser, its Affiliates and the Purchaser’s independent accountants to participate in any reasonable and customary due diligence activities (including providing Business on a customary “comfort letter,” if appropriatecombined basis) with respect to any registration (or other offering) of NewCo securities. Subject to the following sentenceextent required by applicable Law or otherwise customarily included in respect of any Exchange Act Disclosure, NewCo (i) agrees to indemnify and hold harmlessoffer or sale of securities registered under the Securities Act, offering or sale under Rule 144A of the Securities Act or offer or sale of Indebtedness; provided, that, in such case, to the extent permitted by lawapplicable Law, Parent, the Purchaser, its Affiliates Purchaser shall cooperate with and each of its and their respective directors, officers, partners, members, agents, counsels, accountants, advisers, representatives and directors from and against any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) caused by, arising out of or relating to any action or inaction by Parent or the Purchaser in connection with its performance of its obligations under this Section 8.16(b) (other than in respect of the use in the Form S-4 of information provided pursuant to Section 7.4 of the Asset Transfer Agreement) and (ii) will pay all fees, costs and expenses incurred by Parent or the Purchaser or their directors, officers, partners, members, agents, counsels, accountants, advisers, representatives or directors relating to their performance of this Section 8.16(b) (other than in respect of the information provided pursuant to Section 7.4 of the Asset Transfer Agreement). No filing of, or amendment or supplement to, the Form S-4 for the registration of NewCo Common Stock issued in the Merger (the “Form S-4”), or response to any comments of the SEC with respect thereto, shall be made by the Company or NewCo, without first providing Parent and its counsel a reasonable provide Seller an opportunity to reviewobject to such disclosure and give the Seller prior written notice as promptly as is practical under the circumstances, comment thereon, and, except as consented to the extent relating by Seller (such consent not to (x) Parent or its Affiliates or Parent Distributors or (y) the Transaction Documents or the transactions contemplated thereby, approve such filing, amendment or response (which approval shall not be unreasonably withheld, delayed conditioned or conditioned). Notwithstanding delayed) only disclose such information to the foregoingextent advised by legal counsel is required by applicable Law and, in upon request by the event that any cooperation is requested pursuant Seller, use reasonable best efforts, at the Seller’s expense, to this Section 8.16(b) seek a protective order or other appropriate relief with respect to a registration or other offering of securities of NewCo requested any such information required by Parent or the Purchaser or in which Parent or the Purchaser participates pursuant applicable Law to Section 9, (i) in no event will NewCo be obligated to indemnify any Person or pay any amounts pursuant to the preceding sentence to the extent the Purchaser is obligated to provide indemnity with respect to, or pay, such matters or amounts pursuant to Section 9 and (ii) in the event that the Purchaser or Parent fail to provide any information, access or consent contemplated hereby that is required for the applicable Registration Statement, NewCo’s failure to file such Registration Statement as a result thereof will not be a breach of Section 9disclosed.

Additional Cooperation. (a) NewCo, the Company, Parent and the Purchaser agree that, from the date of this Agreement until the Closing, no such party nor any of its Subsidiaries will, directly or indirectly, knowingly take any actions or omit to take any actions that would or would reasonably be expected to (i) result in any of the conditions set forth in Section 10 not being satisfied, (ii) result in new or additional required approvals from any Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents or (iii) materially impair, interfere with, hinder or delay the ability of the Company, NewCo, Merger Sub, Parent or the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) Without limiting Section 7.4 of the Asset Transfer Agreement, Parent and the Purchaser will cooperate with NewCo with respect to providing such information and access to Parent’s and the Purchaser’s and their Subsidiaries’ employees and the employees of their independent accountants as is reasonably necessary for NewCo to comply on a timely basis with its disclosure and reporting obligations under the Exchange Act and the Securities Act including any such obligations arising out of a registration (or other offering) of any securities of NewCo, including any registration of NewCo Common Stock in connection with the consummation of the Merger. Such cooperation will include using reasonable efforts to provide NewCo with such audited financial statements and interim financial statements (reviewed by ParentXxxxxx’s and the Purchaser’s independent accountants in accordance with SAS 100) for the business transferred in connection with the KO Asset Transfer (in each case, prepared on a historical basis taking into account required adjustments and other requirements of Regulation S-X under the Exchange Act) as may be required to be presented under the Exchange Act or the Securities Act, using reasonable efforts to cause Parent’s and the Purchaser’s independent accountants to provide any required consents for the inclusion of such financial statements in any registration statement, making appropriate officers of Parent and the Purchaser and their respective Subsidiaries available for any reasonable and customary due diligence efforts with respect to any registration (or other offering) of NewCo securities and using reasonable efforts to cause Parent’s and the Purchaser’s independent accountants to participate in any reasonable and customary due diligence activities (including providing a customary “comfort letter,” if appropriate) with respect to any registration (or other offering) of NewCo securities. Subject to the following sentence, NewCo (i) agrees to indemnify and hold harmless, to the extent permitted by law, Parent, the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, members, agents, counsels, accountants, advisers, representatives and directors from and against any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) caused by, arising out of or relating to any action or inaction by Parent or the Purchaser in connection with its performance of its obligations under this Section 8.16(b) (other than in respect of the use in the Form S-4 of information provided pursuant to Section 7.4 of the Asset Transfer Agreement) and (ii) will pay all fees, costs and expenses incurred by Parent or the Purchaser or their directors, officers, partners, members, agents, counsels, accountants, advisers, representatives or directors relating to their performance of this Section 8.16(b) (other than in respect of the information provided pursuant to Section 7.4 of the Asset Transfer Agreement). No filing of, or amendment or supplement to, the Form S-4 for the registration of NewCo Common Stock issued in the Merger (the “Form S-4”), or response to any comments of the SEC with respect thereto, shall be made by the Company or NewCo, without first providing Parent and its counsel a reasonable opportunity to review, comment thereon, and, to the extent relating to (x) Parent or its Affiliates or Parent Distributors or (y) the Transaction Documents or the transactions contemplated thereby, approve such filing, amendment or response (which approval shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, in the event that any cooperation is requested pursuant to this Section 8.16(b) with respect to a registration or other offering of securities of NewCo requested by Parent or the Purchaser or in which Parent or the Purchaser participates pursuant to Section 9, (i) in no event will NewCo be obligated to indemnify any Person or pay any amounts pursuant to the preceding sentence to the extent the Purchaser is obligated to provide indemnity with respect to, or pay, such matters or amounts pursuant to Section 9 and (ii) in the event that the Purchaser or Parent fail to provide any information, access or consent contemplated hereby that is required for the applicable Registration Statement, NewCo’s failure to file such Registration Statement as a result thereof will not be a breach of Section 9.