Common use of Cooperation Regarding Reorganization Clause in Contracts

Cooperation Regarding Reorganization. (1) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction as the Purchaser may request; provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial to the Securityholders of the Company, the Company or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the Company, (iii) such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contract, (v) the Purchaser shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time. (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective Time. No Contemplated Reorganization Transaction will be made effective unless (A) it is reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) such Contemplated Reorganization Transaction can be reversed or unwound without materially adversely affecting the Securityholders of the Company, the Company or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated, or (C) the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the Company, the Purchaser hereby indemnifies and holds harmless the Company and its Subsidiaries and their respective Representatives from and against all liabilities, losses, damages, taxes, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transactions, or to reverse or unwind any Contemplated Reorganization Transactions. (3) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transaction.

Cooperation Regarding Reorganization. (1a) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate Subject to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”Section 4.5(b), and to the Target agrees that, upon request of the Purchaser, the Target shall use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction effect one or more pre-closing reorganizations as the Purchaser may request; provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company described and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial subject to the Securityholders of the Company, the Company or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the Company, (iii) such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, Schedule 4.5(a) of the Purchaser Disclosure Letter (the “Pre-Acquisition Reorganization”). (b) The Pre-Acquisition Reorganization shall not impair the ability of the Target or the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party consummate (including under any Authorization) or giving rise to follow any right litigation by third parties), and shall not delay the consummation of, the Transaction. If the Purchaser wishes the Target to implement the Pre-Acquisition Reorganization, the Purchaser must provide written notice to the Target at least 10 Business Days prior to the Effective Date (unless providing such notice less than 10 Business Days prior to the Effective Date is not prejudicial to the Target, acting reasonably). Upon receipt of first offer or preemptive right procedure provided for under any Material Contractsuch notice, (v) the Target and the Purchaser shall pay work cooperatively and use their commercially reasonable efforts, to prepare all direct or indirect costs documentation necessary and liabilitiesdo such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of a Pre-Acquisition Reorganization, feesif any, damages, penalties and Taxes that may shall not be incurred as a consequence condition to the completion of the implementation of or to unwind any such Contemplated Reorganization Transaction. (c) If the Transaction if the Arrangement is not completed, including actual the Purchaser shall (i) forthwith reimburse the Target for all reasonable out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach incurred by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time. (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective Time. No Contemplated Reorganization Transaction will be made effective unless (A) it is reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) such Contemplated Reorganization Transaction can be reversed or unwound without materially adversely affecting the Securityholders of the Company, the Company or any of its Subsidiaries in considering or effecting the event the Arrangement does not become effective and this Agreement is terminated, or Pre-Acquisition Reorganization (C) the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for including any professional fees and expenses expenses), including any transactions or other actions necessary to reverse or unwind the Pre-Acquisition Reorganization; and be responsible (ii) indemnify the Target for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder all direct and will survive termination of this Agreement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the Company, the Purchaser hereby indemnifies and holds harmless the Company and its Subsidiaries and their respective Representatives from and against all indirect liabilities, losses, Taxes, damages, taxes, claims, costs, expenses, interest, interest awards, judgements judgments and penalties suffered or incurred by any of them in connection with or as a result of the Pre-Acquisition Reorganization (other than those costs and expenses reimbursed in accordance with the foregoing clause (i)). The provisions of this Section 4.5(c) shall survive any Contemplated Reorganization Transactions, or to reverse or unwind any Contemplated Reorganization Transactionstermination of this Agreement. (3d) Without limiting the generality of the foregoing, the Company acknowledges The Purchaser agrees that the Purchaser performance or non-performance of this Section 4.5 by the Target and any of its Subsidiaries may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required not be relied upon by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributedassert, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner that a condition precedent set forth in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, Sections 6.1 or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does 6.2 has not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions been satisfied or as a Contemplated Reorganization Transactionbasis to terminate this Agreement.

Cooperation Regarding Reorganization. (1) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to Tundra will use its commercially reasonable efforts to implement effect, at the request of Parent SubCo, the Pre-Closing Reorganization and shall use commercially reasonable efforts to cooperate with Parent SubCo and Parent in structuring, planning and implementing any reorganization (including for Tax purposes) of their respective capital, assets and corporate structure or such Contemplated Reorganization Transaction other planning as the Purchaser Parent SubCo may request, acting reasonably (an “Additional Reorganization”) prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the obligations of Tundra pursuant to this Section 7.8 shall be conditional on the understanding that (i) such requested cooperation does not unreasonably nor the Pre-Closing Reorganization and any Additional Reorganization shall not, in the opinion of Tundra, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (ii) the Pre-Closing Reorganization and any Additional Reorganization shall not, in the opinion of Tundra, acting reasonably, materially interfere with the ongoing operations of Tundra or its subsidiaries, (iii) the Company Pre-Closing Reorganization and any Additional Reorganization shall not require Tundra or any subsidiary to contravene any applicable Laws or their respective organizational documents or any Tundra Material Contract in any material respect, (iv) Tundra and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial subsidiaries shall not be obligated to the Securityholders of the Company, the Company or take any of its Subsidiaries and does not action that would reasonably be expected to result in Taxes any taxes being imposed on, or any adverse Tax tax or other consequences to, any Securityholder holders of Tundra Shares incrementally greater than the Company, (iii) taxes or other consequences to such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, holders in connection with the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require Arrangement in the Company to obtain the approval absence of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) Pre-Closing Reorganization and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material ContractAdditional Reorganization, and (v) Tundra, its subsidiaries and their respective officers, directors and employees (to the Purchaser extent employees are assessed with statutory liability thereto), shall pay have received an indemnity, in form and substance satisfactory to Tundra, acting reasonably, from Parent and Parent SubCo from and against any and all direct or indirect costs and implementation costs, liabilities, feescosts, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time. (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective Time. No Contemplated Reorganization Transaction will be made effective unless (A) it is reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) such Contemplated Reorganization Transaction can be reversed or unwound without materially adversely affecting the Securityholders of the Company, the Company or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated, or (C) the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the Company, the Purchaser hereby indemnifies and holds harmless the Company and its Subsidiaries and their respective Representatives from and against all liabilities, losses, damages, taxes, claims, costs, expenses, interest, awards, judgements judgments and penalties that may be incurred as a result of or to unwind any Pre-Closing Reorganization or Additional Reorganization suffered or incurred by any of them in connection with or as a result of the Pre-Closing Reorganization and any Contemplated Additional Reorganization Transactionsif this Agreement is terminated other than pursuant to Section 8.1(1)(c)(A), Section 8.1(1)(c)(B) or Section 8.1(1)(d)(A), which indemnity shall survive termination of this Agreement. Any step or action taken by Tundra or its subsidiaries at the written request of Parent SubCo in furtherance of the proposed Pre-Closing Reorganization and any Additional Reorganization shall not be considered to reverse be a breach of any representation, warranty or unwind covenant of Tundra contained in this Agreement. (2) To the extent that the Pre-Closing Reorganization and any Contemplated Additional Reorganization Transactionsrequires approval of the holders of Tundra Shares under the CBCA, Tundra shall (i) seek approval of the holders of Tundra Shares for such Pre-Closing Reorganization and any Additional Reorganization at the Meeting, (ii) include in the Tundra Circular a form of special resolution of holders of Tundra Shares (the “Reorganization Resolution”) approving such Pre-Closing Reorganization and any Additional Reorganization in form and substance acceptable to Parent SubCo, acting reasonably, either included within the Arrangement Resolution or separate from the Arrangement Resolution if so requested by Parent SubCo, and (iii) include in the Tundra Circular the unanimous recommendation (subject to the abstention of Xx. Xxxxxxx on account of him also being a director of Gennum) of the Tundra Board of Directors that holders of Tundra Shares vote in favour of the Reorganization Resolution, provided that Parent SubCo agrees to amend the provisions of this Agreement requiring Tundra to take certain action by specified times, including such provisions contained in Article II, to the extent necessary to facilitate the foregoing. Subject to the provisions of this Section 7.8, the provisions in this Agreement regarding Tundra’s obligations respecting the approval of the Arrangement Resolution shall apply mutatis mutandis to the approval of the Reorganization Resolution. (3) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company Tundra agrees that it shall, and shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any cause each of its Subsidiariessubsidiaries to, (ii) co-operate with Parent SubCo and Parent in good faith to plan, prepare and implement the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of nonPre-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser Closing Reorganization and any distributions to the Company Additional Reorganization as desirable and requested by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization TransactionParent SubCo.

Cooperation Regarding Reorganization. (1) The Company agrees that, upon the reasonable request by the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to use its commercially reasonable efforts to implement any to: (i) effect such Contemplated Reorganization Transaction reorganizations of the Compa ny s o¶r its Subsidiaries b¶usiness, operations and assets as the Purchaser may request, acting reasonably, including amalgamations, wind-ups and any other transaction (each a C‡ontemplated Reorganization Transaction );·(ii) co-operate with the Purchaser an d its advisors in order to determine the manner in which any such Contemplated Reorganization Transactions might most effectively be undertaken; providedand (iii) cooperate with the Purchaser and its advisors to seek to obtain consents or waivers which might be re quired from the Company ¶ V O H Q G H its existing credit facilities in connection with the Contemplated Reorganization Transaction , howeverif any, provided that any costs, fees or expenses associated therewith shall E H D W s sole eWxpenKse; H provide3d Xthat UanyFCoKntemDplatVed RHeorUgani¶zation Transaction: (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the CompanyCompany or the Company s c¶ounsel, acting reasonably, prejudicial to the Securityholders Affected Securityholders; (ii) does not require the Company to obtain the approval of the Company, the Company or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the Company, S hareholders; (iii) such Contemplated Reorganization Transaction shall does not materially impede impede, delay or delay, or prevent, prevent the receipt of any Regulatory Approvals, Approvals or the satisfaction of any other conditions set forth in Article 6; (iv) does not impair, impede or delay the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contract, ; (v) is effected as closely as is reasonably practicable prior to the Purchaser shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, Effective Time; (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would does not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless Autho rization or any breach by the Purchaser has waived Company of the Company s C¶ onstating Documents or confirmed in writing the satisfaction by any of all conditions in its favour under this Agreement and shall have confirmed in writing that each Subsidiaries of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, their respective organizational documents or Law; and (ixvii) such Contemplated Reorganization Transaction is effected does not require the directors, officers, employees or agents of th e Company or its Sub sidiaries to take any action in any capacity other than as close as reasonably practicable to the Effective Timea director, officer or employee . (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective TimeD ate. No Contemplated Reorganization Transaction will be made effective unless (A) it is Upon receipt of such notice, the Purchaser and the Company shall prepare all documentation necessary and do all such other acts and things as are reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) necessary to give effect to such Contemplated Reorganization Transaction can prior to the time it is to be reversed effected. The Company shall be under no obligation to complete the Contemplated Reorganization Transaction until the Purchaser has irrevocably waived or unwound without materially adversely affecting confirmed in writing the Securityholders satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that the Company, the Company or any of its Subsidiaries in the event Purchaser is prepared to proceed to effect the Arrangement does not become effective and this Agreement is terminated, or (C) on the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this AgreementEffective Date . If the Arrangement is not completed completed, the Purchaser shall: (i) forthwith reimburse the Company for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any reason, proposed Contemplated Reorganization Transaction; and without prejudice to any other remedy of (ii) indemnify the Company, the Purchaser hereby indemnifies and holds harmless the Company and its Subsidiaries and their respective Representatives from and against all for any liabilities, losses, damages, taxes, claims, costsc osts, expenses, interestTaxes, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization TransactionsTransaction, or to reverse or unwind any Contemplated Reorganization Transactions. (3) Without limiting the generality of the foregoingTransaction. The Purchaser agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property warranty or covenant of the Company for purposes of under this Agreement has been breached (including where any such Contemplated Reorganizati on Transaction requires the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining consent of any such information in order to facilitate a successful completion of the Bump Transactionsthird party). (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transaction.

Cooperation Regarding Reorganization. (1) The Company Corporation shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in structuring and preparing any reorganization or reorganization, transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactionsrequire, including amalgamationsamalgamations or liquidations, liquidations or asset transfers and including the structuring transactions described in a letter of Purchaser to Corporation dated the date hereof (each a “"Contemplated Reorganization Transaction”"), and to use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction as the Purchaser may request; Transaction, provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company Corporation and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the CompanyCorporation or Corporation's counsel, acting reasonably, prejudicial to the Securityholders Shareholders, holders of the CompanyOptions, the Company holders of DSUs, holders of RSUs, Corporation or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the CompanySubsidiaries, (iii) such Contemplated Reorganization Transaction shall not materially impede impede, delay or delay, or prevent, prevent the receipt of any Regulatory Approvals, Approvals or the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does shall not impede, delay or prevent the consummation of the Arrangement, (v) such Contemplated Reorganization Transaction shall not require the Company Corporation to obtain the approval of the Shareholders (other than is obtained by virtue of and shall not require Purchaser to obtain the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contractshareholders, (vvi) such Contemplated Reorganization Transaction complies with all Laws, including the Nordion Act and the Nordion Articles, (vii) Purchaser shall pay all of the cooperation and implementation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction reorganization if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (viviii) such cooperation does not require the directors, officers, employees or agents of Corporation or its Subsidiaries to take any action in any capacity other than as a director, officer or employee, and (ix) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of Corporation hereunder. Subject to and in accordance with this Section 4.6, the Company hereunder or in determining whether documents (collectively, the "Reorganization Documents") to give effect, as at the Effective Time, to any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not in accordance with the Plan of Arrangement will be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach executed by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable parties thereto prior to the Effective TimeTime to take effect pursuant to the Plan of Arrangement, provided that Corporation shall have the right to not execute any Reorganization Document in accordance with this Section 4.6 and this refusal shall not prevent or delay the filing of the Articles of Arrangement and the effectiveness of the Plan of Arrangement which shall then become effective in accordance with its terms but without any step relating to any such Reorganization Document not executed becoming effective. (2) The Purchaser shall provide written notice to the Company Corporation of any proposed Contemplated Reorganization Transaction at least 15 20 Business Days prior to the anticipated Effective Time. No The Parties shall seek to have any Contemplated Reorganization Transaction that is to be effective before the Effective Time made effective as of the last moment of the day ending immediately prior to the Effective Time (but after Purchaser shall have irrevocably waived or confirmed that all conditions under Section 6.1 and Section 6.2 have been satisfied), provided that no Contemplated Reorganization Transaction will be made effective unless (A) it is reasonably certain, after consulting with the CompanyCorporation, that the Arrangement will become effective, (B) such Contemplated Reorganization Transaction can be reversed or unwound without materially adversely affecting the Securityholders Shareholders, holders of the CompanyOptions, the Company holders of DSUs, holders of RSUs, Corporation or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated, or (C) the Company Corporation otherwise consents, acting reasonably. reasonably agrees. (3) The obligation of the Purchaser to reimburse the Company Corporation for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreement. The completion of a Contemplated Reorganization Transaction shall not be a condition to the consummation of the Arrangement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the CompanyCorporation, the Purchaser hereby indemnifies shall indemnify Corporation for all losses and holds harmless the Company reasonable costs and its Subsidiaries and their respective Representatives from and against all liabilities, losses, damages, taxes, claims, costs, expenses, interestincluding reasonable legal fees and disbursements, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transactions, Transactions and in connection with reversing or to reverse or unwind unwinding any Contemplated Reorganization Transactions. (3) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transaction.

Cooperation Regarding Reorganization. (1) The Company agrees that, upon the reasonable request by the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with use commercially reasonable efforts to: (i) effect such reorganizations of the Purchaser in preparing any reorganization Company’s or transfer of securitiesits Subsidiaries’ business, operations and assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactionsrequest, acting reasonably, including amalgamations, liquidations or asset transfers wind-ups and any other transaction (each a “Contemplated Reorganization Transaction”), ; (ii) co-operate with the Purchaser and its advisors in order to use its commercially reasonable efforts to implement determine the manner in which any such Contemplated Reorganization Transaction as Transactions might most effectively be undertaken; and (iii) cooperate with the Purchaser may request; provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere and its advisors to seek to obtain consents or waivers which might be required from the Company’s lenders under its existing credit facilities in connection with the ongoing operations Contemplated Reorganization Transaction, if any, provided that any costs, fees or expenses associated with any of the Company and its Subsidiaries, (ii) such foregoing shall be at the Purchaser’s sole expense; provided that any Contemplated Reorganization Transaction Transaction: (A) is not, in the opinion of the Company or the Company’s counsel, acting reasonably, prejudicial to the Securityholders of the Company, the Company or any of its Subsidiaries or any Affected Securityholder (it being acknowledged and agreed that any decrease in the amount of, or change in the form of, the Consideration shall be deemed to prejudice Affected Securityholders); (B) does not require the Company to obtain the approval of the Company Shareholders and does not result in Taxes being imposed onrequire the Purchaser to obtain the approval of its shareholders; (C) does not impede, delay or any adverse Tax or other consequences to, any Securityholder of the Company, (iii) such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, prevent the receipt of any Regulatory Approvals, Approvals or the satisfaction of any other conditions set forth in Article 6; (D) does not impair, impede or delay the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, Arrangement; (ivE) such Contemplated Reorganization Transaction is effected as closely as is reasonably practicable prior to the Effective Time; (F) does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contract, (v) the Purchaser shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract Contract, Lease or AuthorizationAuthorization or any breach by the Company of the Company’s Constating Documents or by any of its Subsidiaries of their respective organizational documents or Law; (G) would not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (H) does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (viiiI) such Contemplated Reorganization Transaction does not result in any Taxes being imposed on, or any adverse Tax or other consequences to, Affected Securityholders and does not change the Tax consequences of the Arrangement to Affected Securityholders; (J) would not require any additional Regulatory Approval or third party consent not otherwise required to close the Arrangement; and (K) shall not become effective unless the Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have irrevocably confirmed in writing that each of them it is prepared, and able, able to promptly and without condition and delay (other than compliance with this Section 4.4) immediately proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time. (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective TimeDate. No Contemplated Reorganization Transaction will be made effective unless (A) it is Upon receipt of such notice, the Purchaser and the Company shall use commercially reasonable efforts to prepare all documentation necessary and do all such other acts and things as are reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) necessary to give effect to such Contemplated Reorganization Transaction can prior to the time it is to be reversed or unwound without materially adversely affecting the Securityholders of the Company, the Company or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated, or (C) the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreementeffected. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the Companycompleted, the Purchaser hereby indemnifies and holds harmless shall: (i) forthwith reimburse the Company and its Subsidiaries for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Contemplated Reorganization Transaction; and (ii) indemnify the Company, its Subsidiaries and their respective directors, officers, employees, agents and Representatives from for any and against all liabilities, losses, damages, taxes, claims, costs, expenses, interest, interest awards, judgements judgements, Taxes and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization TransactionsTransaction, or to reverse or unwind any Contemplated Reorganization Transactions. (3) Without limiting the generality of the foregoingTransaction. The Purchaser agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property warranty or covenant of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in under this regard on a timely basis and to assist in the obtaining of Agreement has been breached (including where any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes requires the consent of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transactionany third party).

Cooperation Regarding Reorganization. (1) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction as the Purchaser may request; provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial to the Securityholders of the Company, the Company or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the Company, (iii) such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contract, (v) the Purchaser shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time. (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the anticipated Effective Time. No Contemplated Reorganization Transaction will be made effective unless (A) it is reasonably certain, after consulting with the Company, that the Arrangement will become effective, (B) such Contemplated Reorganization Transaction can be reversed or unwound without materially adversely affecting the Securityholders of the Company, the Company or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated, or (C) the Company otherwise consents, acting reasonably. The obligation of the Purchaser to reimburse the Company for fees and expenses and be responsible for costs as set out in this Section 4.6 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreement. If the Arrangement is not completed for any reason, and without prejudice to any other remedy of the Company, the Purchaser hereby indemnifies and holds harmless the Company and its Subsidiaries and their respective Representatives from and against all liabilities, losses, damages, taxes, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transactions, or to reverse or unwind any Contemplated Reorganization Transactions.. 61 (3) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (4) In order to enable the Company to advance the loan contemplated by Section 2.3(f) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than five Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(f) of the Plan of Arrangement, provided, that following the advance of such demand loan the Company shall have no less than $30 million, or such lesser amount as may be agreed between the Parties, of unrestricted cash (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount and the amount required to make the payments contemplated by Section 2.3(a) through (d) of the Plan of Arrangement, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.8), and (z) the manner in which such distributions shall be consummated. The advance of the Loan Amount to the Purchaser and any distributions to the Company by any of its Subsidiaries in connection therewith shall be considered a Contemplated Reorganization Transaction for purposes of this Agreement and shall be subject to the same terms and conditions as a Contemplated Reorganization Transaction.