Common use of Pre-Arrangement Reorganization Clause in Contracts

Pre-Arrangement Reorganization. (a) The Company agrees to use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such reorganizations of the Company’s business, operations and assets as Parent or AcquisitionCo, as applicable, may reasonably request (each a "Pre-Arrangement Reorganization") and (ii) co-operate with Parent or AcquisitionCo, as applicable, and its advisors in order to determine the nature of any Pre-Arrangement Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided, however, that: (A) the Pre-Arrangement Reorganizations do not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and (G) the Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees that the Pre-Arrangement Reorganizations shall not be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of any Pre-Arrangement Reorganization at least ten (10) Business Days prior to the Effective Time. Parent or AcquisitionCo, as the case may be, and the Company shall at the expense of Parent work co-operatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement to give effect to the Pre-Arrangement Reorganizations (provided that such amendments do not require the Company to obtain approval of Company Securityholders), and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of the Agreement. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements, penalties and Taxes suffered or incurred by any of them in connection with or as a result or in connection with implementing, modifying, reversing, terminating or unwinding of any Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. The obligations of Parent hereunder shall survive termination of this Agreement. (b) Without limiting the generality of Section 5.18(a), the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization, and provided that such amendment does not require the approval of the Company Securityholders. It is further acknowledged and agreed by Parent and the Company that, notwithstanding anything in this Agreement to the contrary, the ability of Parent or AcquisitionCo to structure or complete a Bump Transaction or a Pre-Arrangement Reorganization that achieves a step-up in the tax basis of any of the Company’s assets shall not constitute a condition precedent to Parent’s obligation to complete the Arrangement.

Pre-Arrangement Reorganization. (a) The Subject to Section 4.10(b), the Company agrees to shall use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such reorganizations reorganization of the Company’s its business, operations operations, subsidiaries and assets as Parent or AcquisitionCosuch other transactions (each, as applicable, may reasonably request (each a "“Pre-Arrangement Reorganization"”) and (ii) co-operate with Parent or AcquisitionCo, as applicablethe Purchaser may reasonably request prior to the Effective Date, and its advisors the Plan of Arrangement, if required, shall be modified accordingly in order a manner acceptable to determine the nature of any Pre-Arrangement Reorganizations that might be undertaken and the manner in which they might most effectively be undertakenCompany, acting reasonably; provided, however, that: that (Ai) the Pre-Arrangement Reorganizations do Company will not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration be required to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than effect a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and which would impede or materially delay the consummation of the Arrangement; (Gii) the no Pre-Arrangement Reorganizations Reorganization shall not become effective unless Parent be effected until after the Purchaser has waived or confirmed that all of the conditions stipulated in writing the satisfaction of all conditions in its Purchaser’s favour under Section 6.1 7.1 and Section 6.2. Parent acknowledges 7.3 have been satisfied, and agrees has confirmed in writing that the PrePurchaser is prepared to promptly and without condition proceed to effect the Arrangement; and (iii) any out-Arrangement Reorganizations shall not be considered in determining whether a representationof-pocket costs, warranty fees or covenant expenses of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of any its subsidiaries associated with a Pre-Arrangement Reorganization shall be at least ten the Purchaser’s sole expense. (10b) Business Days prior to the Effective Time. Parent or AcquisitionCo, as the case may be, and the The Company shall at the expense of Parent work co-operatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement to give effect to the Pre-Arrangement Reorganizations (provided that such amendments do not require the Company to obtain approval of Company Securityholders), and using its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons persons to effect each Pre-Arrangement Reorganization, and the Company shall cooperate with the Purchaser in structuring, planning and implementing any such Pre-Arrangement Reorganization. Parent The Purchaser shall provide written notice to the Company of any proposed Pre-Arrangement Reorganization (which notice will include full particulars of all material steps and transactions with respect to such Pre-Arrangement Reorganization) at least twenty (20) Business Days prior to the date of the Nomad Meeting. Notwithstanding the foregoing and for clarity, the Company will not be obligated to participate in any Pre-Arrangement Reorganization unless the Company determines in good faith that such Pre-Arrangement Reorganization: (i) will not prejudice the Company or the Nomad Shareholders in any and all material respects; (ii) does not unreasonably interfere with the Company’s or its subsidiaries’ material operations prior to the Effective Time; (iii) does not require the approval of any of the Nomad Shareholders (other than the approval of the Arrangement Resolution); (iv) is effected as close as reasonably practicable prior to the Effective Time, and, in any event, after all Transaction Regulatory Approvals have been obtained; (v) does not require any filings with, notifications to or approvals of any Governmental Authority or third party which may not be made, effected or obtained prior to the Effective Date; (vi) can be unwound in the event the Arrangement is not consummated without adversely affecting, or being prejudicial to, the Company, its subsidiaries or the Nomad Shareholders; (vii) does not result in a change of control, default or acceleration of any of the Company’s existing credit facilities, except as otherwise triggered by the Arrangement and the transactions contemplated herein; (viii) does not require the Company or its subsidiaries to contravene any applicable Laws, its organizational documents or any Nomad Material Contract; and (ix) does not require the Company or its subsidiaries to take any action that could reasonably be expected to result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Nomad Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Arrangement Reorganization. (c) If this Agreement is terminated (other than by the Purchaser pursuant to Section 6.1(c)(iii)), the Purchaser (a) shall forthwith reimburse the Company for all feesout-of-pocket costs, costs fees and expenses incurred by the Company and its Subsidiaries subsidiaries in considering and effecting the connection with any proposed Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms Reorganization, and conditions of the Agreement. Parent (b) shall indemnify and hold harmless the Company, Company and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives subsidiaries from and against any and all liabilities, losses, damages, claims, costspenalties, expenses, interestinterests, awards, judgements, penalties judgements and Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Arrangement Reorganization, or in connection with implementing, modifying, reversing, terminating take all necessary steps at its own expense to reverse or unwinding unwind any Pre-Arrangement Reorganization. (d) The Purchaser acknowledges and agrees that the planning for and implementation of any Pre-Arrangement Reorganization if the Arrangement is shall not completed other than due to be considered a breach by of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of the Company of the terms and conditions of this Agreementhereunder has been breached. The obligations of Parent hereunder Purchaser and the Company shall survive termination of this Agreement. (b) Without limiting work cooperatively and use commercially reasonable efforts to prepare prior to the generality of Section 5.18(a)Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Arrangement Reorganization. For greater certainty, the Company acknowledges that Parent or AcquisitionCo may enter into transactions (shall not be liable for the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes failure of the Purchaser to benefit from any anticipated Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession efficiency as a result of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization, and provided that such amendment does not require the approval of the Company Securityholders. It is further acknowledged and agreed by Parent and the Company that, notwithstanding anything in this Agreement to the contrary, the ability of Parent or AcquisitionCo to structure or complete a Bump Transaction or a Pre-Arrangement Reorganization that achieves a step-up in the tax basis of any of the Company’s assets shall not constitute a condition precedent to Parent’s obligation to complete the Arrangement.

Pre-Arrangement Reorganization. (a) The Subject to 4.11(d), the Company acknowledges and agrees that, immediately prior to use commercially reasonable efforts to the Effective Time: (i) takein contemplation of the Arrangement, or upon the reasonable request of Parent, it shall, and shall cause each of the Company Subsidiaries to be takencooperate with Parent in structuring, all actions planning and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such implementing any reorganizations of the Company’s business, operations and or assets of the Company or the Company Subsidiaries or such other transactions as Parent or AcquisitionCo, as applicable, may reasonably request (each each, a "“Pre-Arrangement Reorganization") and (ii) co-operate with Parent ”), including for greater certainty in response to any change in Laws or AcquisitionCo, as applicable, and its advisors in order to determine improve the nature of any Pre-Arrangement Reorganizations that might be undertaken financial, tax and/or operational efficiencies for the combined business following the Effective Time, and the manner in which they might most effectively be undertaken; provided, however, that: (A) the Pre-Arrangement Reorganizations do not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration shall take all commercially reasonable steps necessary to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in effect any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and (G) the Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees Reorganization; provided that the Pre-Arrangement Reorganizations Reorganization shall not be considered in determining whether a representationreduce the value of the Arrangement Consideration payable to the Shareholders pursuant to this Agreement and the Plan of Arrangement; and (ii) neither it, warranty or covenant nor any of the Company hereunder has been breached. Subsidiaries, shall undertake any Pre-Arrangement Reorganization without the prior written consent of Parent. (b) Parent or AcquisitionCo shall must provide written notice to the Company of any proposed Pre-Arrangement Reorganization at least ten (10) 10 Business Days prior to the Effective TimeDate. Parent or AcquisitionCo, as the case may beThe Company shall, and shall cause its Representatives to, work cooperatively with Parent and its Representatives to determine the Company shall at appropriate nature of the expense Pre-Arrangement Reorganization that might be undertaken and the most effective manner to implement any Pre-Arrangement Reorganization (including, to the extent necessary or appropriate, amending this Agreement or the Plan of Parent Arrangement in order to effectively reflect any Pre-Arrangement Reorganization) and the Parties will work co-operatively cooperatively and use their respective commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement Reorganization pursuant to give effect Section 4.11(a)(i) immediately prior to the Pre-Arrangement Reorganizations Effective Time. (provided that such amendments do not require c) If, at the request of Parent, the Company to obtain approval of Company Securityholders), and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from effects any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if prior to the Effective Date and the Arrangement is not completed completed, other than due to a breach by the Company of its representations, warranties or covenants under this Agreement: (i) Parent shall be responsible for all costs and expenses associated with such Pre-Arrangement Reorganization and shall forthwith upon request reimburse the terms Company for such costs and conditions expenses, including the reasonable out-of-pocket fees and disbursements of the Agreement. Company’s outside legal counsel incurred by the Company and the Company Subsidiaries in connection with such Pre-Arrangement Reorganization; and (ii) Parent shall indemnify and hold save harmless the Company, its Company and the Company Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest, interest awards, judgements, judgments and penalties and Taxes suffered or incurred by any of them in connection with or as a result of any such Pre-Arrangement Reorganization (including actual reasonable out-of-pocket fees and disbursements of outside legal counsel), or in connection with implementing, modifying, reversing, terminating reversing or unwinding such Pre-Arrangement Reorganization. (d) Other than the Pre-Arrangement Reorganization described in Section 4.11(a)(i) of the Company Disclosure Schedule, the Company shall not be obligated to undertake any Pre-Arrangement Reorganization if under Section 4.11(a), unless such Pre-Arrangement Reorganization: (i) does not unreasonably materially interfere with the Arrangement ongoing operations of the Company and the Company Subsidiaries; (ii) can be completed prior to the Effective Date and is effected as close as reasonably practicable prior to the Effective Time; (iii) is not completed other than due prejudicial to the Shareholders, as a whole, in any material respect; (iv) does not require the Company to obtain the approval of the Shareholders; (v) does not result in a material breach by the Company or any of the terms Company Subsidiaries of any Material Contract, their respective Constating Documents or Law; (vi) does not result in material additional Taxes being imposed on, or any material adverse Tax or other consequences to, the Shareholders, as a whole, as compared to Taxes incurred by the Shareholders, as a whole, under the Arrangement; and (vii) does not prevent the consummation of, or impair the ability of the Company to consummate, and conditions of this Agreement. The obligations of Parent hereunder shall survive termination of this Agreementwill not materially delay the consummation of, the Arrangement. (be) Without limiting To the generality of Section 5.18(a)extent practicable, the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed Parties shall seek to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of have any such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization, and provided that such amendment does not require the approval of the Company Securityholders. It is further acknowledged and agreed by Parent and the Company that, notwithstanding anything in this Agreement to the contrary, the ability of Parent or AcquisitionCo to structure or complete a Bump Transaction or a Pre-Arrangement Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date and after Parent has waived or confirmed that achieves all of the conditions precedent set out herein have been satisfied. (f) The Parties agree that any Pre-Arrangement Reorganization will not be considered in determining whether a steprepresentation or warranty of a Party under this Agreement has been breached (including where any such Pre-up Arrangement Reorganization requires the consent of any third party under a Contract) or in the tax basis of determining whether any of the Company’s assets shall not constitute a condition precedent to Parent’s obligation to complete the Arrangementconditions in Section 6.01 and Section 6.03 have been satisfied.

Pre-Arrangement Reorganization. (a) The Company Subject to Section 3.6(b), Husky agrees to that, upon request of Cenovus, Husky shall use its commercially reasonable efforts to to: (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect perform such reorganizations of the Company’s its corporate structure, capital structure, business, operations and assets or such other transactions as Parent or AcquisitionCoCenovus may request, as applicableacting reasonably (each, may reasonably request (each a "Pre-Arrangement Reorganization") and ); (ii) co-operate cooperate with Parent or AcquisitionCo, as applicable, Cenovus and its advisors in order to determine the nature of any the Pre-Arrangement Reorganizations that might be undertaken and the manner in which they might would most effectively be undertaken, including providing any necessary information in connection therewith; provided, however, that: and (Aiii) cooperate with Cenovus and its advisors to seek to obtain consents or waivers which might be required from Husky's lenders under the Husky Notes and the Husky Credit Facilities in connection with the Pre-Arrangement Reorganizations do Reorganizations, if any. (b) Notwithstanding the foregoing, Husky will not be obligated to participate in any Pre-Arrangement Reorganization under Section 3.6(a) unless it determines to its satisfaction, acting reasonably, that such Pre-Arrangement Reorganization: (i) does not impair, impede, delay or prevent the satisfaction of any conditions set forth in Article 6, or the ability of Husky or Cenovus to consummate, and will not materially delay the consummation of, the Arrangement; (ii) does not require Husky to obtain the approval of any Husky Common Shareholder, Husky Preferred Shareholder or holder of Husky Options (or, after the Company Securityholdersmailing of the Circular, any amendment thereto); (Biii) the Pre-Arrangement Reorganizations do does not reduce or modify or otherwise change the substance or form of the consideration to be received under the Arrangement by any Husky Common Shareholder, Husky Preferred Shareholder or holder of Husky Options; (iv) does not adversely affect or impact the Company SecurityholdersTax consequences to the Husky Common Shareholders, the Husky Preferred Shareholders or the holders of Husky Options in connection with the consummation of the Arrangement or otherwise result in any negative Tax consequences being imposed directly on any Husky Common Shareholder, Husky Preferred Shareholder or the holders of Husky Options; (Cv) does not materially interfere with the ongoing operations of the members of the Husky Group; (vi) does not result in any material tax (or other) costs to the Husky Group unless Cenovus agrees to indemnify Husky for such costs in the event that the Pre-Arrangement Reorganizations are Reorganization is completed and the Arrangement is not prejudicial, in completed; (vii) would not require any material respect, member of the Husky Group to Company Securityholders, contravene any Laws; and (Dviii) is effected as close as reasonably practicable prior to the Effective Time. (c) Cenovus must provide written notice to Husky of any proposed Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences Reorganization at least 15 Business Days prior to the Company Securityholders in connection with Effective Date. Upon receipt of such notice, Husky and Cenovus shall work cooperatively and use their commercially reasonable efforts to prepare, prior to the completion of the Arrangement in the absence of Effective Time, all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Arrangement Reorganization Reorganization, including any amendment to the Plan of Arrangement (on the condition that such amendments do not require Husky to obtain approval of the Husky Common Shareholders or the Husky Preferred Shareholders other than as properly put forward and (G) approved at the Husky Meeting), provided that no Pre-Arrangement Reorganizations Reorganization shall not become effective unless Parent until Cenovus has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 respecting the completion of the Arrangement and Section 6.2. Parent acknowledges shall have confirmed in writing that Cenovus is prepared to promptly and without condition proceed to effect the Arrangement. (d) Without limiting the generality of the foregoing, if the Arrangement is not completed, Cenovus agrees that it will be responsible for all reasonable costs and expenses incurred by the Pre-Arrangement Reorganizations shall not be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of Husky Group associated with any Pre-Arrangement Reorganization at least ten (10) Business Days prior to the Effective Time. Parent or AcquisitionCo, as the case may be, and the Company shall at the expense of Parent work co-operatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement professional fees and expenses and Taxes, where such reorganization is to give effect to the Pre-Arrangement Reorganizations (provided that such amendments do not require the Company to obtain approval of Company Securityholders)be carried out at Cenovus's request, and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of the Agreement. Parent shall indemnify and hold save harmless the Company, Husky Group and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives Representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest, interest awards, judgements, judgments and penalties and Taxes suffered or incurred by any of them in connection with or as a result or in connection with implementing, modifying, reversing, terminating or unwinding of any such Pre-Arrangement Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Arrangement Reorganization if necessary and possible in the event that the Arrangement is not completed other than due to a breach consummated). Without duplication, if the Arrangement is not completed, Cenovus shall reimburse Husky forthwith for all reasonable fees and expenses (including any professional fees and expenses and Taxes) incurred by the Company Husky in considering or effecting all or any part of the terms and conditions of this Agreement. The obligations of Parent hereunder shall survive termination of this Agreement. (b) Without limiting the generality of Section 5.18(a), the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization. Cenovus hereby waives any breach of, and provided that or non-compliance with, a representation, warranty or covenant by Husky, where such amendment does not require the approval breach or non-compliance is a result of an action taken by any member of the Company Securityholders. It is further acknowledged and agreed by Parent and the Company that, notwithstanding anything Husky Group in this Agreement to the contrary, the ability of Parent or AcquisitionCo to structure or complete a Bump Transaction or good faith in connection with a Pre-Arrangement Reorganization that achieves a step-up requested by Cenovus in the tax basis of any of the Company’s assets shall not constitute a condition precedent to Parent’s obligation to complete the Arrangementaccordance with this Section 3.6.

Pre-Arrangement Reorganization. ‌ (a) The Company Xxxxxxxx acknowledges and agrees to use commercially reasonable efforts to that: (i) takein contemplation of the Arrangement, or upon the reasonable request of Agnico, it shall, and shall cause each of its respective Subsidiaries to be takencooperate with Agnico in structuring, all actions planning and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such implementing any reorganizations of the Company’s business, operations and or assets of Xxxxxxxx or its Subsidiaries or such other transactions as Parent or AcquisitionCo, as applicable, Agnico may reasonably request (each each, a "“Pre-Arrangement Reorganization"”), including for greater certainty in response to any change in Laws or in order to improve the financial, tax and/or operational efficiencies or synergies for the combined business following the Effective Time, and Xxxxxxxx shall take all commercially reasonable steps necessary to effect any such Pre- Arrangement Reorganization, including the applicable Pre-Arrangement Reorganizations described in Schedule 4.9(a)(i) of each of the Agnico Disclosure Letter and the Xxxxxxxx Disclosure Letter; provided that the Pre- Arrangement Reorganization shall not reduce the value of the Consideration payable to Xxxxxxxx Shareholders pursuant to this Agreement and the Plan of Arrangement; and (ii) co-operate with Parent or AcquisitionConeither it, as applicablenor any of its Subsidiaries, and its advisors in order to determine the nature of shall undertake any Pre-Arrangement Reorganizations Reorganization without the prior written consent of Agnico. (b) Agnico must provide written notice to Xxxxxxxx of any proposed Pre-Arrangement Reorganization at least 10 Business Days prior to the Effective Date. Xxxxxxxx shall, and shall cause its Representatives to, work cooperatively with Agnico and its Representatives to determine the appropriate nature of the Pre-Arrangement Reorganization that might be undertaken and the most effective manner in which they might most effectively be undertaken; provided, however, that: (A) the Pre-Arrangement Reorganizations do not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and (G) the Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees that the Pre-Arrangement Reorganizations shall not be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of implement any Pre-Arrangement Reorganization at least ten (10) Business Days prior including, to the Effective Time. Parent extent necessary or AcquisitionCoappropriate, as amending this Agreement or the case may be, Plan of Arrangement in order to effectively reflect any Pre-Arrangement Reorganization) and the Company shall at the expense of Parent Parties will work co-operatively cooperatively and use their respective commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement Reorganization pursuant to give effect Section 4.9(a)(i) immediately prior to the Pre-Arrangement Reorganizations Effective Time. (provided that such amendments do not require c) If, at the Company to obtain approval request of Company Securityholders)Agnico, and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from Xxxxxxxx effects any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if prior to the Effective Date and the Arrangement is not completed completed, other than due to a breach by Xxxxxxxx of its representations, warranties or covenants under this Agreement: (i) Agnico shall be responsible for all costs and expenses associated with such Pre-Arrangement Reorganization and shall forthwith upon request reimburse Xxxxxxxx for such costs and expenses, including the Company reasonable out-of-pocket fees and disbursements of the terms Xxxxxxxx’x outside legal counsel incurred by Xxxxxxxx and conditions of the Agreement. Parent its Subsidiaries in connection with such Pre-Arrangement Reorganization; and (ii) Agnico shall indemnify and hold save harmless the Company, Xxxxxxxx and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest, interest awards, judgements, judgments and penalties and Taxes suffered or incurred by any of them in connection with or as a result of any such Pre- Arrangement Reorganization (including actual reasonable out-of-pocket fees and disbursements of outside legal counsel), or in connection with implementing, modifying, reversing, terminating reversing or unwinding such Pre-Arrangement Reorganization. (d) Other than the Pre-Arrangement Reorganization described in Schedule 4.9(a)(i) of each of the Agnico Disclosure Letter and the Xxxxxxxx Disclosure Letter, Xxxxxxxx shall not be obligated to undertake any Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. The obligations of Parent hereunder shall survive termination of this Agreement. (b) Without limiting the generality of under Section 5.18(a4.9(a), the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any unless such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization: (i) can be completed prior to the Effective Date and is effected as close as reasonably practicable prior to the Effective Time; (ii) is not prejudicial to Xxxxxxxx or the Xxxxxxxx Shareholders, and provided that such amendment as a whole, in any material respect; (iii) does not require Xxxxxxxx to obtain the approval of Xxxxxxxx Shareholders or to proceed absent any required Regulatory Approval, other than those approvals required to consummate the Company Securityholders. It is further acknowledged and agreed by Parent Arrangement and the Company thatother transactions contemplated thereby; (iv) does not result in a material breach by Xxxxxxxx or any of its Subsidiaries of any Material Contract, notwithstanding anything Regulatory Approval, their respective Constating Documents or Law; (v) does not result in this Agreement additional Taxes being incurred by Xxxxxxxx Shareholders, as a whole, as compared to Taxes incurred by Xxxxxxxx Shareholders, as a whole, under to the contraryArrangement; (vi) does not unreasonably interfere with Xxxxxxxx’x material operations in respect of its material Xxxxxxxx Real Properties prior to the Effective Time; and (vii) does not prevent the consummation of, or impair the ability of Parent or AcquisitionCo Xxxxxxxx to structure or complete a Bump Transaction or a consummate, and will not materially delay the consummation of, the Arrangement. (e) To the extent practicable, the Parties shall seek to have any Pre-Arrangement Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date and after Agnico has waived or confirmed that achieves all of the conditions precedent set out herein have been satisfied. (f) The Parties agree that any Pre-Arrangement Reorganization requested by Agnico will not be considered in determining whether a steprepresentation or warranty of a Party under this Agreement has been breached (including where any such Pre-up in Arrangement Reorganization requires the tax basis consent of any of the Company’s assets shall not constitute third party under a condition precedent to Parent’s obligation to complete the ArrangementContract).

Pre-Arrangement Reorganization. (a) The Company Xxxxxxxx acknowledges and agrees to use commercially reasonable efforts to that: (i) takein contemplation of the Arrangement, or upon the reasonable request of Agnico, it shall, and shall cause each of its respective Subsidiaries to be takencooperate with Agnico in structuring, all actions planning and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such implementing any reorganizations of the Company’s business, operations and or assets of Xxxxxxxx or its Subsidiaries or such other transactions as Parent or AcquisitionCo, as applicable, Agnico may reasonably request (each each, a "Pre-Arrangement Reorganization"), including for greater certainty in response to any change in Laws or in order to improve the financial, tax and/or operational efficiencies or synergies for the combined business following the Effective Time, and Xxxxxxxx shall take all commercially reasonable steps necessary to effect any such Pre-Arrangement Reorganization, including the applicable Pre-Arrangement Reorganizations described in Schedule 4.9(a)(i) of each of the Agnico Disclosure Letter and the Xxxxxxxx Disclosure Letter; provided that the Pre-Arrangement Reorganization shall not reduce the value of the Consideration payable to Xxxxxxxx Shareholders pursuant to this Agreement and the Plan of Arrangement; and (ii) co-operate with Parent or AcquisitionConeither it, as applicablenor any of its Subsidiaries, and its advisors in order to determine the nature of shall undertake any Pre-Arrangement Reorganizations Reorganization without the prior written consent of Agnico. (b) Agnico must provide written notice to Xxxxxxxx of any proposed Pre-Arrangement Reorganization at least 10 Business Days prior to the Effective Date. Xxxxxxxx shall, and shall cause its Representatives to, work cooperatively with Agnico and its Representatives to determine the appropriate nature of the Pre-Arrangement Reorganization that might be undertaken and the most effective manner in which they might most effectively be undertaken; provided, however, that: (A) the Pre-Arrangement Reorganizations do not require the approval of the Company Securityholders, (B) the Pre-Arrangement Reorganizations do not reduce the consideration to be received by the Company Securityholders, (C) the Pre-Arrangement Reorganizations are not prejudicial, in any material respect, to Company Securityholders, (D) the Pre-Arrangement Reorganizations do not require the Company or any of its Subsidiaries to contravene (I) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the Pre-Arrangement Reorganizations do not prevent, materially delay or impede the ability of the Company to consummate the Arrangement, (F) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and (G) the Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees that the Pre-Arrangement Reorganizations shall not be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached. Parent or AcquisitionCo shall provide written notice to the Company of implement any Pre-Arrangement Reorganization at least ten (10) Business Days prior including, to the Effective Time. Parent extent necessary or AcquisitionCoappropriate, as amending this Agreement or the case may be, Plan of Arrangement in order to effectively reflect any Pre-Arrangement Reorganization) and the Company shall at the expense of Parent Parties will work co-operatively cooperatively and use their respective commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement Reorganization pursuant to give effect Section 4.9(a)(i) immediately prior to the Pre-Arrangement Reorganizations Effective Time. (provided that such amendments do not require c) If, at the Company to obtain approval request of Company Securityholders)Agnico, and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from Xxxxxxxx effects any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if prior to the Effective Date and the Arrangement is not completed completed, other than due to a breach by Xxxxxxxx of its representations, warranties or covenants under this Agreement: (i) Agnico shall be responsible for all costs and expenses associated with such Pre-Arrangement Reorganization and shall forthwith upon request reimburse Xxxxxxxx for such costs and expenses, including the Company reasonable out-of-pocket fees and disbursements of the terms Kirkland's outside legal counsel incurred by Xxxxxxxx and conditions of the Agreement. Parent its Subsidiaries in connection with such Pre-Arrangement Reorganization; and (ii) Agnico shall indemnify and hold save harmless the Company, Xxxxxxxx and its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest, interest awards, judgements, judgments and penalties and Taxes suffered or incurred by any of them in connection with or as a result of any such Pre-Arrangement Reorganization (including actual reasonable out-of-pocket fees and disbursements of outside legal counsel), or in connection with implementing, modifying, reversing, terminating reversing or unwinding such Pre-Arrangement Reorganization. (d) Other than the Pre-Arrangement Reorganization described in Schedule 4.9(a)(i) of each of the Agnico Disclosure Letter and the Xxxxxxxx Disclosure Letter, Xxxxxxxx shall not be obligated to undertake any Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. The obligations of Parent hereunder shall survive termination of this Agreement. (b) Without limiting the generality of under Section 5.18(a4.9(a), the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any unless such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization: (i) can be completed prior to the Effective Date and is effected as close as reasonably practicable prior to the Effective Time; (ii) is not prejudicial to Xxxxxxxx or the Xxxxxxxx Shareholders, and provided that such amendment as a whole, in any material respect; (iii) does not require Xxxxxxxx to obtain the approval of Xxxxxxxx Shareholders or to proceed absent any required Regulatory Approval, other than those approvals required to consummate the Company Securityholders. It is further acknowledged and agreed by Parent Arrangement and the Company thatother transactions contemplated thereby; (iv) does not result in a material breach by Xxxxxxxx or any of its Subsidiaries of any Material Contract, notwithstanding anything Regulatory Approval, their respective Constating Documents or Law; (v) does not result in this Agreement additional Taxes being incurred by Xxxxxxxx Shareholders, as a whole, as compared to Taxes incurred by Xxxxxxxx Shareholders, as a whole, under to the contraryArrangement; (vi) does not unreasonably interfere with Kirkland's material operations in respect of its material Xxxxxxxx Real Properties prior to the Effective Time; and (vii) does not prevent the consummation of, or impair the ability of Parent or AcquisitionCo Xxxxxxxx to structure or complete a Bump Transaction or a consummate, and will not materially delay the consummation of, the Arrangement. (e) To the extent practicable, the Parties shall seek to have any Pre-Arrangement Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date and after Agnico has waived or confirmed that achieves all of the conditions precedent set out herein have been satisfied. (f) The Parties agree that any Pre-Arrangement Reorganization requested by Agnico will not be considered in determining whether a steprepresentation or warranty of a Party under this Agreement has been breached (including where any such Pre-up in Arrangement Reorganization requires the tax basis consent of any of the Company’s assets shall not constitute third party under a condition precedent to Parent’s obligation to complete the ArrangementContract).

Pre-Arrangement Reorganization. Aastra agrees that, upon request by Mitel, Aastra shall, and shall cause each of its Subsidiaries to (a) The Company agrees to use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such reorganizations of the CompanyAastra’s or its Subsidiaries’ business, operations and assets or such other transactions as Parent or AcquisitionCo, as applicable, Mitel may reasonably request request, acting reasonably (each a "“Pre-Arrangement Reorganization") ”); and (iib) co-operate with Parent or AcquisitionCo, as applicable, Mitel and its advisors in order to determine the nature of any the Pre-Arrangement Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided, however, that: provided that (Ai) such requested cooperation does not unreasonably interfere with the Pre-Arrangement Reorganizations do not require the approval ongoing operations of the Company Securityholders, Aastra and its Subsidiaries; (B) the Pre-Arrangement Reorganizations do not reduce the consideration to be received by the Company Securityholders, (Cii) the Pre-Arrangement Reorganizations are not prejudicialnot, in the opinion of Aastra acting reasonably, prejudicial to the Aastra Shareholders, holders of Aastra Options, Aastra DSUs or Aastra SARs, Aastra or any material respect, to Company Securityholders, of its Subsidiaries; (Diii) the such Pre-Arrangement Reorganizations do will not require impede, unduly delay or prevent the Company receipt of any governmental and third party approvals and consents or the satisfaction of any of its Subsidiaries to contravene other conditions set forth in Article 6; (Iiv) any Laws, (II) its or their respective organizational documents or (III) any Contract in any material respect, (E) the such Pre-Arrangement Reorganizations do will not preventimpede, materially delay or impede prevent the ability consummation of the Company to consummate the Arrangement, ; (Fv) the Pre-Arrangement Reorganizations do not result in more than a de minimis amount of incremental Taxes being imposed on, or more than de minimis incremental adverse Tax consequences to, the Company Securityholders in the aggregate than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Arrangement Reorganization and will not require Aastra to obtain the approval of Aastra Shareholders; (Gvi) the such Pre-Arrangement Reorganizations shall not become effective unless Parent has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2. Parent acknowledges and agrees that the Pre-Arrangement Reorganizations shall will not be considered in determining whether a representation, warranty or covenant of the Company hereunder Aastra (or its Subsidiaries) under this Agreement has been breached. Parent ; and (vii) Mitel will pay all of the cooperation and implementation costs and all direct or AcquisitionCo shall provide written notice to indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the Company implementation of any Pre-Arrangement Reorganization or to unwind any such reorganization if the Arrangement is not completed. Mitel shall provide written notice to Aastra of any proposed Pre-Arrangement Reorganization at least ten (10) Business Days 20 days prior to the Effective TimeDate (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Arrangement Reorganization). Parent or AcquisitionCoUpon receipt of such notice, as the case may be, Mitel and the Company Aastra shall at the expense of Parent work co-operatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Pre-Arrangement Reorganization, including amending the Plan of Arrangement to give effect to the Pre-Arrangement Reorganizations (provided that and any such amendments do not require the Company to obtain approval of Company Securityholders), and using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Arrangement Reorganization. Parent shall forthwith reimburse the Company for all fees, costs and expenses incurred by the Company and its Subsidiaries in considering and effecting the Pre-Arrangement Reorganization if shall occur as close to the Effective Time as is practical and after Mitel shall have waived, or have confirmed, that all conditions in Sections 6.1 and 6.2 have been satisfied (excluding conditions that are to be and can be satisfied by actions taken at the Effective Time and the condition in Section 6.2(e)). If the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of the Agreement. Parent for any reason, Mitel shall indemnify Aastra for all losses and hold harmless the Company, its Subsidiaries reasonable costs and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interestincluding reasonable legal fees and disbursements, awards, judgements, penalties and Taxes suffered incurred directly or incurred indirectly (including by any of them its Subsidiaries) by it in connection with or as a result or resulting from any proposed Pre-Arrangement Reorganization and in connection with implementing, modifying, reversing, terminating or resulting from reversing or unwinding of any Pre-Arrangement Reorganization if the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this AgreementReorganizations. The obligations obligation of Parent Mitel to reimburse, pay and indemnify Aastra for fees and expenses and be responsible for costs and other amounts as set out in this Section 5.5 will be in addition to any other payment Mitel may be obliged to make hereunder shall and will survive termination of this Agreement. (b) Without limiting the generality of Section 5.18(a), the Company acknowledges that Parent or AcquisitionCo may enter into transactions (the "Bump Transactions") designed to step up the tax basis in certain capital property of Company for purposes of the Tax Act and agrees to use reasonable commercial efforts to provide information in its possession or the possession of its Subsidiaries reasonably required by Parent or AcquisitionCo in this regard on a timely basis and to reasonably assist in the obtaining of any such information at the expense of Parent in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by Parent or AcquisitionCo. The Company also agrees, to the extent that there is a change in Law that would preclude Parent or AcquisitionCo from completing, or that would have the effect of denying Parent or AcquisitionCo the expected benefit from, any Bump Transactions, to amend the Plan of Arrangement as necessary to effect any Bump Transactions, subject to the limitations described in Section 5.18(a)(A) to (G) on the basis that such amendment is a Pre-Arrangement Reorganization, and provided that such amendment does not require the approval of the Company Securityholders. It is further acknowledged and agreed by Parent and the Company that, notwithstanding anything in this Agreement to the contrary, the ability of Parent or AcquisitionCo to structure or complete a Bump Transaction or a Pre-Arrangement Reorganization that achieves a step-up in the tax basis of any of the Company’s assets shall not constitute a condition precedent to Parent’s obligation to complete the Arrangement.