Common use of Certain Post-Closing Events Clause in Contracts

Certain Post-Closing Events. (a) In the event that Seller is unable to effectively assign any Contract to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing because of the inability to obtain any consent of a third party to such Contract, the parties hereto agree to, at the sole cost and expense of Seller and Willbros, (i) use their commercially reasonable efforts to obtain such third party consent as soon as practicable, and (ii) promptly after receipt of such third-party consent, cooperate in the post-Closing assignment of such Contract to Seller or one of its Affiliates; provided that the parties hereto acknowledge and agree that, as an alternative to assignment, any such customer Contract may alternatively be terminated and a new Contract entered into between such customer and an Affiliate of Seller. It is expressly understood and agreed that in no event shall Purchaser or any of its Affiliates (including the Company) have any obligation or other Liability to perform any services, or satisfy any other obligations, under any such Contract, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any such Contract, including for any failure to perform any obligations or satisfy any other Liabilities under any such Contract, or for any of the matters contemplated by this Section 8.19. (b) In the event that Seller is unable to effectively transfer the employment of any Mobile Contact/Stray Voltage Employee to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing, the parties hereto agree that notwithstanding anything in this Agreement to the contrary (including Section 8.10) all compensation, benefits, severance or other amounts owing or payable (including any related Taxes) in connection with such Mobile Contact/Stray Voltage Employee shall be at the sole cost and expense of Seller and Willbros, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any failure to transfer of such employment prior to Closing, including any such compensation, benefits, severance or other amounts.

Certain Post-Closing Events. Not more than eight Business Days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) (the “Consummation Date”): (a) In The Demerger (including the event that Seller is unable Transaction Dividend and the RB Reorganization (to effectively assign any Contract the extent not required to Seller be consummated on or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing because Date pursuant to Section 4.01(k)(ii))) shall have been consummated, in each case in accordance with the Steps Plan and the Demerger Documents (and no such document shall have been subject to any alteration, amendment or other change or supplement thereto, or any waiver of any provision or condition therein, or any consent by Indivior plc or any Affiliate thereof to any action which would require the consent of Indivior plc or such Affiliate under any such document, if such alteration, amendment, change, supplement, waiver or consent (or the circumstances giving rise thereto) would require the publication of an additional or supplementary prospectus, in any such case without the prior written consent of the inability Administrative Agent (such consent not to obtain be unreasonably withheld)); (b) The Administrative Agent (or its counsel) shall have received (I) from each Loan Party thereto (including Indivior plc, where applicable) a counterpart to (i) the U.S. Security Agreement, (ii) each English Security Document, (iii) the English Security Trust Deed and (iv) each Lux Security Document, together with a true, complete and up-to-date shareholders register of the Lux Borrower reflecting the registration of the pledge created over the shares of the Lux Borrower pursuant to the Luxembourg Share Pledge Agreement and (II) from each Loan Party executing any consent Loan Document pursuant to clause (I) above (including Indivior plc, where applicable), a certificate in form and substance similar to that delivered by Indivior plc or such Loan Party pursuant to Section 4.01(e) (or a certificate of a third party Responsible Officer of Indivior plc or such Loan Party, confirming that the matters certified by Indivior plc or such Loan Party pursuant to Section 4.01(e) are and remain true and correct as of such date); and (c) Subject to the final paragraph of this Section 5.16, the Administrative Agent (or its bailee) shall have received (i) except as otherwise provided in clause (iii) below, the certificates representing the Capital Stock (if any) required to be pledged pursuant to each Collateral Document, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) each Material Debt Instrument (including each Intercompany Note) endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (iii) a copy of all share certificates, transfers and stock transfer forms or their equivalent in relation to 100% of the issued share capital in each English Loan Party duly executed by the holder of such share capital in blank and any other documents of title required to be provided under the English Security Documents (provided that, solely in the case of share certificates with respect to the issued share capital of the Borrower Representative, the requirement to deliver such share certificates shall be subject to the requirements of Clause 3 of the Holdings Pledge). (d) Subject to the last paragraph of this Section 5.16, each document (including any UCC (or similar) financing statement) required by any Collateral Document or under law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such ContractCollateral Document, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. (e) The Administrative Agent shall have received a customary written opinion of each of (i) Xxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as special counsel for Indivior plc, the parties hereto agree toBorrowers and the Subsidiary Guarantors, at (ii) White & Case LLP in its capacity as English counsel for the sole cost Administrative Agent and expense the Lenders, (iii) Elvinger, Hoss & Prussen, in its capacity as special counsel for Indivior plc, the Borrowers and the Subsidiary Guarantors relating to the capacity of Seller the Lux Borrower to enter into the Loan Documents described in clause (b) above to which it is a party, the absence of stamp duty or filing requirements, the validity and Willbrosenforceability of the choice of law and choice of jurisdiction clauses, the recognition of foreign judgments relating to such Loan Documents and other related matters and (iv) NautaDutilh Avocats Luxembourg S.à x.x., in its capacity as Luxembourg counsel for the Administrative Agent and the Lenders in respect of the validity and the enforceability of the Lux Security Documents and other related matters, in each case with respect to the Loan Documents described in clause (b) above, dated as of the date on which such Loan Documents are executed and addressed to the Administrative Agent, the Lenders and each Issuing Bank and in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Consummation Date (as defined above) (other than, (i) a Lien on Collateral of any Loan Party that may be perfected by the filing of a financing statement under the UCC (or any equivalent thereof in any applicable jurisdiction) or that may be created or evidenced by execution and delivery of any Collateral Document specifically described in clause (b) above, (ii) a pledge of the Intercompany Notes and Capital Stock of (x) any Borrower and (y) the Subsidiary Guarantors with respect to which a Lien may be perfected on the Consummation Date by the delivery of a stock or equivalent certificate and (iii) the filing of a Notice of Grant of Security Interest in Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office) after Borrowers’ use their of commercially reasonable efforts to obtain such third party consent as soon as practicabledo so without undue burden or expense, and (ii) promptly after receipt then the provision and/or perfection of such third-party consentCollateral shall not be required by the Consummation Date, cooperate but shall, if required, instead be delivered and/or perfected within the time periods set forth in the post-Closing assignment of such Contract to Seller or one of its Affiliates; provided that the Schedule 5.16. The parties hereto acknowledge and agree that, as an alternative to assignment, any such customer Contract may alternatively be terminated and a new Contract entered into between such customer and an Affiliate that the requirements of Seller. It is expressly understood and agreed that in no event shall Purchaser or any of its Affiliates (including the Company) have any obligation or other Liability to perform any services, or satisfy any other obligations, under any such Contract, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any such Contract, including for any failure to perform any obligations or satisfy any other Liabilities under any such Contract, or for any of the matters contemplated by this Section 8.195.16 have been satisfied in full. (b) In the event that Seller is unable to effectively transfer the employment of any Mobile Contact/Stray Voltage Employee to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing, the parties hereto agree that notwithstanding anything in this Agreement to the contrary (including Section 8.10) all compensation, benefits, severance or other amounts owing or payable (including any related Taxes) in connection with such Mobile Contact/Stray Voltage Employee shall be at the sole cost and expense of Seller and Willbros, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any failure to transfer of such employment prior to Closing, including any such compensation, benefits, severance or other amounts.

Certain Post-Closing Events. Not more than eight Business Days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) (the “Consummation Date”): (a) In The Demerger (including the event that Seller is unable Transaction Dividend and the RB Reorganization (to effectively assign any Contract the extent not required to Seller be consummated on or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing because Date pursuant to Section 4.01(k)(ii))) shall have been consummated, in each case in accordance with the Steps Plan and the Demerger Documents (and no such document shall have been subject to any alteration, amendment or other change or supplement thereto, or any waiver of any provision or condition therein, or any consent by Holdings or any Affiliate thereof to any action which would require the consent of Holdings or such Affiliate under any such document, if such alteration, amendment, change, supplement, waiver or consent (or the circumstances giving rise thereto) would require the publication of an additional or supplementary prospectus, in any such case without the prior written consent of the inability Administrative Agent (such consent not to obtain be unreasonably withheld)); (b) The Administrative Agent (or its counsel) shall have received (I) from each Loan Party thereto (including Holdings, where applicable) a counterpart to (i) the U.S. Security Agreement, (ii) each English Security Document, (iii) the Security Trust Deed and (iv) each Lux Security Document, together with a true, complete and up-to-date shareholders register of the Lux Borrower reflecting the registration of the pledge created over the shares of the Lux Borrower pursuant to the Luxembourg Share Pledge Agreement and (II) from each Loan Party executing any consent Loan Document pursuant to clause (I) above (including Holdings, where applicable), a certificate in form and substance similar to that delivered by Holdings or such Loan Party pursuant to Section 4.01(e) (or a certificate of a third party Responsible Officer of Holdings or such Loan Party, confirming that the matters certified by Holdings or such Loan Party pursuant to Section 4.01(e) are and remain true and correct as of such date); and (c) Subject to the final paragraph of this Section 5.16, the Administrative Agent (or its bailee) shall have received (i) except as otherwise provided in clause (iii) below, the certificates representing the Capital Stock (if any) required to be pledged pursuant to each Collateral Document, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) each Material Debt Instrument (including each Intercompany Note) endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (iii) a copy of all share certificates, transfers and stock transfer forms or their equivalent in relation to 100% of the issued share capital in each English Loan Party duly executed by the holder of such share capital in blank and any other documents of title required to be provided under the English Security Documents (provided that, solely in the case of share certificates with respect to the issued share capital of the Borrower Representative, the requirement to deliver such share certificates shall be subject to the requirements of Clause 3 of the Holdings Pledge). (d) Subject to the last paragraph of this Section 5.16, each document (including any UCC (or similar) financing statement) required by any Collateral Document or under law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such ContractCollateral Document, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. (e) The Administrative Agent shall have received a customary written opinion of each of (i) Xxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as special counsel for Holdings, the parties hereto agree toBorrowers and the Subsidiary Guarantors, at (ii) White & Case LLP in its capacity as English counsel for the sole cost Administrative Agent and expense the Lenders, (iii) Elvinger, Hoss & Prussen, in its capacity as special counsel for Holdings, the Borrowers and the Subsidiary Guarantors relating to the capacity of Seller the Lux Borrower to enter into the Loan Documents described in clause (b) above to which it is a party, the absence of stamp duty or filing requirements, the validity and Willbrosenforceability of the choice of law and choice of jurisdiction clauses, the recognition of foreign judgments relating to such Loan Documents and other related matters and (iv) NautaDutilh Avocats Luxembourg S.à x.x., in its capacity as Luxembourg counsel for the Administrative Agent and the Lenders in respect of the validity and the enforceability of the Lux Security Documents and other related matters, in each case with respect to the Loan Documents described in clause (b) above, dated as of the date on which such Loan Documents are executed and addressed to the Administrative Agent, the Lenders and each Issuing Bank and in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Consummation Date (as defined above) (other than, (i) a Lien on Collateral of any Loan Party that may be perfected by the filing of a financing statement under the UCC (or any equivalent thereof in any applicable jurisdiction) or that may be created or evidenced by execution and delivery of any Collateral Document specifically described in clause (b) above, (ii) a pledge of the Intercompany Notes and Capital Stock of (x) any Borrower and (y) the Subsidiary Guarantors with respect to which a Lien may be perfected on the Consummation Date by the delivery of a stock or equivalent certificate and (iii) the filing of a Notice of Grant of Security Interest in Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office) after Borrowers’ use their of commercially reasonable efforts to obtain such third party consent as soon as practicabledo so without undue burden or expense, and (ii) promptly after receipt then the provision and/or perfection of such third-party consentCollateral shall not be required by the Consummation Date, cooperate but shall, if required, instead be delivered and/or perfected within the time periods set forth in the post-Closing assignment of such Contract to Seller or one of its Affiliates; provided that the parties hereto acknowledge and agree that, as an alternative to assignment, any such customer Contract may alternatively be terminated and a new Contract entered into between such customer and an Affiliate of Seller. It is expressly understood and agreed that in no event shall Purchaser or any of its Affiliates (including the Company) have any obligation or other Liability to perform any services, or satisfy any other obligations, under any such Contract, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any such Contract, including for any failure to perform any obligations or satisfy any other Liabilities under any such Contract, or for any of the matters contemplated by this Section 8.19Schedule 5.16).5.16. (b) In the event that Seller is unable to effectively transfer the employment of any Mobile Contact/Stray Voltage Employee to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing, the parties hereto agree that notwithstanding anything in this Agreement to the contrary (including Section 8.10) all compensation, benefits, severance or other amounts owing or payable (including any related Taxes) in connection with such Mobile Contact/Stray Voltage Employee shall be at the sole cost and expense of Seller and Willbros, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any failure to transfer of such employment prior to Closing, including any such compensation, benefits, severance or other amounts.

Certain Post-Closing Events. Not more than eight Business Days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) (the “Consummation Date”): (a) In The Demerger (including the event that Seller is unable Transaction Dividend and the RB Reorganization (to effectively assign any Contract the extent not required to Seller be consummated on or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing because Date pursuant to Section 4.01(k)(ii))) shall have been consummated, in each case in accordance with the Steps Plan and the Demerger Documents (and no such document shall have been subject to any alteration, amendment or other change or supplement thereto, or any waiver of any provision or condition therein, or any consent by Holdings or any Affiliate thereof to any action which would require the consent of Holdings or such Affiliate under any such document, if such alteration, amendment, change, supplement, waiver or consent (or the circumstances giving rise thereto) would require the publication of an additional or supplementary prospectus, in any such case without the prior written consent of the inability Administrative Agent (such consent not to obtain be unreasonably withheld)); (b) The Administrative Agent (or its counsel) shall have received (I) from each Loan Party thereto (including Holdings, where applicable) a counterpart to (i) the U.S. Security Agreement, (ii) each English Security Document, (iii) the Security Trust Deed and (iv) each Lux Security Document, together with a true, complete and up-to-date shareholders register of the Lux Borrower reflecting the registration of the pledge created over the shares of the Lux Borrower pursuant to the Luxembourg Share Pledge Agreement and (II) from each Loan Party executing any consent Loan Document pursuant to clause (I) above (including Holdings, where applicable), a certificate in form and substance similar to that delivered by Holdings or such Loan Party pursuant to Section 4.01(e) (or a certificate of a third party Responsible Officer of Holdings or such Loan Party, confirming that the matters certified by Holdings or such Loan Party pursuant to Section 4.01(e) are and remain true and correct as of such date); and (c) Subject to the final paragraph of this Section 5.16, the Administrative Agent (or its bailee) shall have received (i) except as otherwise provided in clause (iii) below, the certificates representing the Capital Stock (if any) required to be pledged pursuant to each Collateral Document, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) each Material Debt Instrument (including each Intercompany Note) endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (iii) a copy of all share certificates, transfers and stock transfer forms or their equivalent in relation to 100% of the issued share capital in each English Loan Party duly executed by the holder of such share capital in blank and any other documents of title required to be provided under the English Security Documents (provided that, solely in the case of share certificates with respect to the issued share capital of the Borrower Representative, the requirement to deliver such share certificates shall be subject to the requirements of Clause 3 of the Holdings Pledge). (d) Subject to the last paragraph of this Section 5.16, each document (including any UCC (or similar) financing statement) required by any Collateral Document or under law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such ContractCollateral Document, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. (e) The Administrative Agent shall have received a customary written opinion of each of (i) Xxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in its capacity as special counsel for Holdings, the parties hereto agree toBorrowers and the Subsidiary Guarantors, at (ii) White & Case LLP in its capacity as English counsel for the sole cost Administrative Agent and expense the Lenders, (iii) Elvinger, Hoss & Prussen, in its capacity as special counsel for Holdings, the Borrowers and the Subsidiary Guarantors relating to the capacity of Seller the Lux Borrower to enter into the Loan Documents described in clause (b) above to which it is a party, the absence of stamp duty or filing requirements, the validity and Willbrosenforceability of the choice of law and choice of jurisdiction clauses, the recognition of foreign judgments relating to such Loan Documents and other related matters and (iv) NautaDutilh Avocats Luxembourg S.à x.x., in its capacity as Luxembourg counsel for the Administrative Agent and the Lenders in respect of the validity and the enforceability of the Lux Security Documents and other related matters, in each case with respect to the Loan Documents described in clause (b) above, dated as of the date on which such Loan Documents are executed and addressed to the Administrative Agent, the Lenders and each Issuing Bank and in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, to the extent the Lien on any Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Consummation Date (as defined above) (other than, (i) a Lien on Collateral of any Loan Party that may be perfected by the filing of a financing statement under the UCC (or any equivalent thereof in any applicable jurisdiction) or that may be created or evidenced by execution and delivery of any Collateral Document specifically described in clause (b) above, (ii) a pledge of the Intercompany Notes and Capital Stock of (x) any Borrower and (y) the Subsidiary Guarantors with respect to which a Lien may be perfected on the Consummation Date by the delivery of a stock or equivalent certificate and (iii) the filing of a Notice of Grant of Security Interest in Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office) after Borrowers’ use their of commercially reasonable efforts to obtain such third party consent as soon as practicabledo so without undue burden or expense, and (ii) promptly after receipt then the provision and/or perfection of such third-party consentCollateral shall not be required by the Consummation Date, cooperate but shall, if required, instead be delivered and/or perfected within the time periods set forth in the post-Closing assignment of such Contract to Seller or one of its Affiliates; provided that the parties hereto acknowledge and agree that, as an alternative to assignment, any such customer Contract may alternatively be terminated and a new Contract entered into between such customer and an Affiliate of Seller. It is expressly understood and agreed that in no event shall Purchaser or any of its Affiliates (including the Company) have any obligation or other Liability to perform any services, or satisfy any other obligations, under any such Contract, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any such Contract, including for any failure to perform any obligations or satisfy any other Liabilities under any such Contract, or for any of the matters contemplated by this Section 8.19Schedule 5.16). (b) In the event that Seller is unable to effectively transfer the employment of any Mobile Contact/Stray Voltage Employee to Seller or one of its Affiliates in connection with the Stray Voltage Contribution prior to the Closing, the parties hereto agree that notwithstanding anything in this Agreement to the contrary (including Section 8.10) all compensation, benefits, severance or other amounts owing or payable (including any related Taxes) in connection with such Mobile Contact/Stray Voltage Employee shall be at the sole cost and expense of Seller and Willbros, and Seller and Willbros shall indemnify and hold harmless any Purchaser Indemnified Party from and against any and all Damages which any such Purchaser Indemnified Party may suffer, sustain or become subject to arising out of or in connection with any failure to transfer of such employment prior to Closing, including any such compensation, benefits, severance or other amounts.