Common use of Intercompany Arrangements; Reorganization Clause in Contracts

Intercompany Arrangements; Reorganization. (a) Seller shall cause (i) each Intercompany Balance, other than the Indebtedness set forth in Schedule 1.3(b) and intercompany trade payables and receivables arising in the ordinary course of the Business, to be eliminated prior to the Closing pursuant to the steps set forth in Schedule 4.9(c), as they may be modified pursuant to Section 4.9(c), and (ii) each Contract between the Company or any Company Subsidiary, on the one hand, and Seller or any of the Non-Company Affiliates, on the other hand (each an “Intercompany Contract”), other than this Agreement, the Ancillary Agreements and other than those agreements and arrangements set forth in Schedule 4.9(a), to be terminated prior to the Closing. (b) Notwithstanding anything to the contrary herein, at any time prior to the Closing, Seller or any of Seller’s Affiliates may, in its sole and absolute discretion, cause the Company or any Company Subsidiary to distribute or transfer, directly or indirectly, any cash on its balance sheet to Seller or any of Seller’s Affiliates through a distribution, a reduction of capital or, to the extent permitted under Section 4.9(c), through the creation of an Intracompany Obligation; provided, that as of the Closing, Seller shall cause the Closing Cash to be no more than $25 million in the aggregate, of which no more than $15 million may be held outside the United States. (c) Prior to the Closing, Seller shall and shall cause its Affiliates to complete the steps set forth in Schedule 4.9(c); provided that Seller may modify such steps, in its sole discretion, to the extent such modifications (i) do not impose any additional material liability on the Company and the Company Subsidiaries as of and after the Closing beyond those that the Company and the Company Subsidiaries would have had if the steps set forth on Schedule 4.9(c) had been completed in the manner provided thereon (other than any liability for which Seller agrees to indemnify Investor or the Company pursuant to Section 5.1) and (ii) do not deprive the Company and the Company Subsidiaries of the ownership and use of any assets or properties used in the Business (other than cash, which shall be the subject of the provisions of Sections 1.5 and 4.9(b)) (such steps set forth in Schedule 4.9(c), in the sequence set forth therein and as modified by the foregoing proviso, the “Reorganization”); provided, further that if Seller is limited in its ability to modify the steps set forth in Schedule 4.9(c) due to the applicability of clause (i) or (ii) in the foregoing proviso, Seller may modify such steps only with the prior written consent of Investor, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall keep Investor reasonably informed of the status of the steps set forth in Schedule 4.9(c) and of any changes thereto. (d) Unless otherwise set forth in ARTICLES II, IV or V, (i) the satisfaction or termination of any Intercompany Balance, (ii) the termination of any Intercompany Contract, or (iii) the implementation or completion of the Reorganization pursuant to this Section 4.9 shall not be deemed a breach or violation of any provision of this Agreement. (e) Seller, Seller Parent and Investor shall, following the Closing Date, provide such assistance as the Company may reasonably request to transfer legal ownership by Allied Tube of its Abahsain Cope Saudi Arabia Ltd. shares (“Abahsain Shares”) to Allied Luxembourg Sarl. Prior to the Closing, Seller and Investor shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents and representatives reasonably to cooperate, to effectuate the transfer of beneficial ownership of such Abahsain Shares (the “Abahsain Transfer”), as described in Schedule 4.9(c), for U.S. federal, state and local income Tax purposes. Investor shall have the right to review and comment on any documents necessary to effectuate the Abahsain Transfer, to participate in any discussions involving Saudi Arabia counsel and otherwise to participate in effectuating the Abahsain Transfer in any manner reasonably requested by Investor. The third-party expenses incurred to effectuate the Abahsain Transfer and the transfer of legal ownership of Abahsain Shares shall be borne 50% by the Company and 50% by the Seller. Provided that Seller and Seller Parent shall have complied with this Section 4.9(e), neither Seller nor Seller Parent shall have any Liability under this Agreement with respect to any failure to transfer legal or beneficial ownership of the Abahsain Shares if the Abahsain Transfer is not treated as a sale for any purpose.

Intercompany Arrangements; Reorganization. (a) Seller ITW shall cause (i) each Intercompany Balance, other than the Indebtedness set forth in Schedule 1.3(b) and intercompany trade payables and receivables arising in the ordinary course of the Business, to be eliminated prior to the Closing pursuant to the steps set forth in Schedule 4.9(c), as they may be modified pursuant to Section 4.9(c), and (ii) each Contract between the Company or any Company Subsidiary, on the one hand, and Seller ITW or any of the Non-Company Affiliates, on the other hand (each each, an “Intercompany Contract”), other than this Agreement, the Ancillary Agreements and other than those agreements and arrangements set forth in Schedule 4.9(a), to be terminated prior to the Closing. (b) Notwithstanding anything to the contrary herein, at any time prior to the Closing, Seller ITW or any of SellerITW’s Affiliates may, in its sole and absolute discretion, cause the Company or any and each of the Company Subsidiary Subsidiaries to distribute or transfer, directly or indirectly, any cash on its balance sheet to Seller ITW or any of Seller’s Affiliates Non-Company Affiliate through a distribution, a reduction of capital or, to the extent permitted under Section Schedule 4.9(c), through the creation of an Intracompany Obligation; provided, that as for purposes of the Closing, Seller shall cause this Agreement the Closing Cash held outside the United States shall be deemed to be no more than $25 10 million in the aggregateaggregate (the “Foreign Cash Cap”). From and after the Closing Date, the Company and its Subsidiaries shall use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary to arrange for the release as promptly as practicable of which no more than $15 million may be any Closing Cash held outside the United StatesStates in excess of the Foreign Cash Cap (the “Excess Foreign Cash”) with appropriate instructions to remit such Excess Foreign Cash to ITW or its designees in accordance with wire transfer instructions provided by ITW and in a manner mutually agreed upon by ITW and the Company. Notwithstanding the foregoing, on June 30, 2014, the Company shall remit to ITW or its designees in accordance with wire transfer instructions provided by ITW cash in an amount equal to (i) the initial amount of Excess Foreign Cash minus (ii) the aggregate amount of Excess Foreign Cash previously remitted to ITW or its designees by the Company and its Subsidiaries. The amount of any payment or other remittance of Excess Foreign Cash pursuant to this Section 4.9(b) shall be determined after deduction of any applicable withholding Taxes, any other Tax liability of the Company or any Company Subsidiary and any related costs resulting from or attributable to such payment or other remittance. (c) Prior to Substantially concurrently with the Closing, Seller ITW shall and shall cause its Affiliates to complete the steps set forth in Schedule 4.9(c); provided that Seller may modify such steps) other than, in its sole discretion, to the extent such modifications (i) do not impose any additional material liability on the Company and the Company Subsidiaries as of and after the Closing beyond those that the Company and the Company Subsidiaries would have had if the steps set forth on Schedule 4.9(c) had been completed in the manner provided thereon (other than any liability for which Seller agrees to indemnify Investor or the Company pursuant subject to Section 5.1) and (ii) do not deprive the Company and the Company Subsidiaries of the ownership and use of any assets or properties used in the Business (other than cash4.19, which shall be the subject of the provisions of Sections 1.5 and 4.9(b)) step 30 (such steps set forth in Schedule 4.9(c) (other than, subject to Section 4.19, step 30), in the sequence set forth therein and as modified by the foregoing provisotherein, the “Reorganization”); provided. ITW may, further that if Seller is limited in its ability upon prior written notice to Investor, but without needing Investor’s prior consent, modify the steps set forth of the Reorganization in Schedule 4.9(c) due its reasonable discretion, provided that ITW may only make material modifications to the applicability of clause (i) or (ii) in the foregoing proviso, Seller may modify such steps only Reorganization with the prior written consent of Investor, which consent shall not be unreasonably withheld, conditioned or delayed. Seller ITW shall keep Investor reasonably informed of the status of the steps set forth in Schedule 4.9(c) and of any changes thereto. (d) Unless otherwise set forth in ARTICLES ARTICLE II, IV or V, (i) the satisfaction or termination of any Intercompany Balance, (ii) the termination of any Intercompany Contract, Contract or (iii) the implementation or completion of the Reorganization pursuant to this Section 4.9 shall not be deemed a breach or violation of any provision of this Agreement. (e) Seller, Seller Parent and Investor shall, following the Closing Date, provide such assistance as the Company may reasonably request to transfer legal ownership by Allied Tube of its Abahsain Cope Saudi Arabia Ltd. shares (“Abahsain Shares”) to Allied Luxembourg Sarl. Prior to the Closing, Seller and Investor shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents and representatives reasonably to cooperate, to effectuate the transfer of beneficial ownership of such Abahsain Shares (the “Abahsain Transfer”), as described in Schedule 4.9(c), for U.S. federal, state and local income Tax purposes. Investor shall have the right to review and comment on any documents necessary to effectuate the Abahsain Transfer, to participate in any discussions involving Saudi Arabia counsel and otherwise to participate in effectuating the Abahsain Transfer in any manner reasonably requested by Investor. The third-party expenses incurred to effectuate the Abahsain Transfer and the transfer of legal ownership of Abahsain Shares shall be borne 50% by the Company and 50% by the Seller. Provided that Seller and Seller Parent shall have complied with this Section 4.9(e), neither Seller nor Seller Parent shall have any Liability under this Agreement with respect to any failure to transfer legal or beneficial ownership of the Abahsain Shares if the Abahsain Transfer is not treated as a sale for any purpose.

Intercompany Arrangements; Reorganization. ‌ (a) Seller ITW shall cause (i) each Intercompany Balance, other than the Indebtedness set forth in Schedule 1.3(b) and intercompany trade payables and receivables arising in the ordinary course of the Business, to be eliminated prior to the Closing pursuant to the steps set forth in Schedule 4.9(c), as they may be modified pursuant to Section 4.9(c), and (ii) each Contract between the Company or any Company Subsidiary, on the one hand, and Seller ITW or any of the Non-Company Affiliates, on the other hand (each each, an “Intercompany Contract”), other than this Agreement, the Ancillary Agreements and other than those agreements and arrangements set forth in Schedule 4.9(a), to be terminated prior to the Closing.Closing.‌ (b) Notwithstanding anything to the contrary herein, at any time prior to the Closing, Seller ITW or any of SellerITW’s Affiliates may, in its sole and absolute discretion, cause the Company or any and each of the Company Subsidiary Subsidiaries to distribute or transfer, directly or indirectly, any cash on its balance sheet to Seller ITW or any of Seller’s Affiliates Non-Company Affiliate through a distribution, a reduction of capital or, to the extent permitted under Section Schedule 4.9(c), through the creation of an Intracompany Obligation; provided, that as for purposes of the Closing, Seller shall cause this Agreement the Closing Cash held outside the United States shall be deemed to be no more than $25 10 million in the aggregateaggregate (the “Foreign Cash Cap”). From and after the Closing Date, the Company and its Subsidiaries shall use reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary to arrange for the release as promptly as practicable of which no more than $15 million may be any Closing Cash held outside the United StatesStates in excess of the Foreign Cash Cap (the “Excess Foreign Cash”) with appropriate instructions to remit such Excess Foreign Cash to ITW or its designees in accordance with wire transfer instructions provided by ITW and in a manner mutually agreed upon by ITW and the Company. Notwithstanding the foregoing, on June 30, 2014, the Company‌ shall remit to ITW or its designees in accordance with wire transfer instructions provided by ITW cash in an amount equal to (i) the initial amount of Excess Foreign Cash minus (ii) the aggregate amount of Excess Foreign Cash previously remitted to ITW or its designees by the Company and its Subsidiaries. The amount of any payment or other remittance of Excess Foreign Cash pursuant to this Section 4.9(b) shall be determined after deduction of any applicable withholding Taxes, any other Tax liability of the Company or any Company Subsidiary and any related costs resulting from or attributable to such payment or other remittance. (c) Prior to Substantially concurrently with the Closing, Seller ITW shall and shall cause its Affiliates to complete the steps set forth in Schedule 4.9(c); provided that Seller may modify such steps) other than, in its sole discretion, to the extent such modifications (i) do not impose any additional material liability on the Company and the Company Subsidiaries as of and after the Closing beyond those that the Company and the Company Subsidiaries would have had if the steps set forth on Schedule 4.9(c) had been completed in the manner provided thereon (other than any liability for which Seller agrees to indemnify Investor or the Company pursuant subject to Section 5.1) and (ii) do not deprive the Company and the Company Subsidiaries of the ownership and use of any assets or properties used in the Business (other than cash4.19, which shall be the subject of the provisions of Sections 1.5 and 4.9(b)) step 30 (such steps set forth in Schedule 4.9(c) (other than, subject to Section 4.19, step 30), in the sequence set forth therein and as modified by the foregoing provisotherein, the “Reorganization”); provided. ITW may, further that if Seller is limited in its ability upon prior written notice to Investor, but without needing Investor’s prior consent, modify the steps set forth of the Reorganization in Schedule 4.9(c) due its reasonable discretion, provided that ITW may only make material modifications to the applicability of clause (i) or (ii) in the foregoing proviso, Seller may modify such steps only Reorganization with the prior written consent of Investor, which consent shall not be unreasonably withheld, conditioned or delayed. Seller ITW shall keep Investor reasonably informed of the status of the steps set forth in Schedule 4.9(c) and of any changes thereto.thereto.‌ (d) Unless otherwise set forth in ARTICLES ARTICLE II, IV or V, (i) the satisfaction or termination of any Intercompany Balance, (ii) the termination of any Intercompany Contract, or (iii) the implementation or completion of the Reorganization pursuant to this Section 4.9 shall not be deemed a breach or violation of any provision of this Agreement. (e) Seller, Seller Parent and Investor shall, following the Closing Date, provide such assistance as the Company may reasonably request to transfer legal ownership by Allied Tube of its Abahsain Cope Saudi Arabia Ltd. shares (“Abahsain Shares”) to Allied Luxembourg Sarl. Prior to the Closing, Seller and Investor shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents and representatives reasonably to cooperate, to effectuate the transfer of beneficial ownership of such Abahsain Shares (the “Abahsain Transfer”), as described in Schedule 4.9(c), for U.S. federal, state and local income Tax purposes. Investor shall have the right to review and comment on any documents necessary to effectuate the Abahsain Transfer, to participate in any discussions involving Saudi Arabia counsel and otherwise to participate in effectuating the Abahsain Transfer in any manner reasonably requested by Investor. The third-party expenses incurred to effectuate the Abahsain Transfer and the transfer of legal ownership of Abahsain Shares shall be borne 50% by the Company and 50% by the Seller. Provided that Seller and Seller Parent shall have complied with this Section 4.9(e), neither Seller nor Seller Parent shall have any Liability under this Agreement with respect to any failure to transfer legal or beneficial ownership of the Abahsain Shares if the Abahsain Transfer is not treated as a sale for any purpose.Contract or