Common use of Corporate Reorganisation Clause in Contracts

Corporate Reorganisation. Purpose The purpose of the reorganisation is to simplify the corporate structure of the CF Group by eliminating intermediate holding companies (wherever possible) to achieve the desired objective of NewCo owning and controlling each of the Peruvian OpCos directly. Mechanics of Transfers All transfers of interests made for the purposes of the Corporate Reorganisation shall be made in accordance with Approved Restructuring Documents and (where necessary) incorporated into terms of all Court Supervised Arrangements and Chapter 11 Plan (if applicable). Each transfer shall incorporate (wherever commercially appropriate) customary representations and warranties including as to title, paid up capital and Encumbrances. Taxes Notwithstanding anything to the contrary in this Agreement or this Term Sheet, the Corporate Reorganisation (and any transaction related thereto in connection with the Restructuring) shall be structured and implemented in the most tax efficient manner as shall be determined by the Majority Consenting Creditors; provided that NewCo shall be incorporated outside of the United States; provided further that the shareholder protections described in the “Disapplication of Shareholder Rights”, “Drag-Along”, and “Tax Matters” sections of Schedule 8 (Term Sheet), Part 2: NewCo Governance of the Target Group shall not be altered. 1. Xxxxxxxx & Xxxxx as counsel to the Ad Hoc Group; 2. Xxxxxxxx Prietocarrizosa Ferrero DU & Uría as Peruvian counsel to the Ad Hoc Group;

Corporate Reorganisation. Purpose The purpose of the reorganisation is to simplify the corporate structure of the CF Group by eliminating intermediate holding companies (wherever possible) to achieve the desired objective of NewCo owning and controlling each of the Peruvian OpCos directly. Mechanics of Transfers All transfers of interests made for the purposes of the Corporate Reorganisation shall be made in accordance with Approved Restructuring Documents and (where necessary) incorporated into terms of all Court Supervised Arrangements and Chapter 11 Plan (if applicable). Each transfer shall incorporate (wherever commercially appropriate) customary representations and warranties including as to title, paid up capital and Encumbrances. Taxes Notwithstanding anything to the contrary in this Agreement or this Term Sheet, the Corporate Reorganisation (and any transaction related thereto in connection with the Restructuring) shall be structured and implemented in the most tax efficient manner as shall be determined by the Majority Consenting Creditors; provided that NewCo shall be incorporated outside of the United States; provided further that the shareholder protections described in the “Disapplication of Shareholder Rights”, “Drag-Along”, and “Tax Matters” sections of Schedule 8 (Term Sheet), Part 2: NewCo Governance of the Target Group shall not be altered. 1. Xxxxxxxx & Xxxxx as counsel to the Ad Hoc Group; 2. Xxxxxxxx Prietocarrizosa Ferrero Xxxxxxx DU & Uría as Peruvian counsel to the Ad Hoc Group;