Pre-Closing and Closing Matters. 6.11.1. Corel will reasonably co-operate with Vector in carrying out any pre-closing reorganization as may be requested by Vector, which reorganization, if the Transaction is not completed, in the opinion of Corel, whether acting reasonably or not, would not have an adverse effect on Corel or its shareholders. Without limitation, Vector may request that, in which case Corel agrees to, immediately prior to the Effective Date, sell certain intangible assets specified by Vector to a newly created wholly-owned subsidiary of Corel ("AssetCo") in return for consideration equal to the fair value of those assets and consisting entirely of common shares of AssetCo, and AssetCo will license the intangible assets to Corel.
Pre-Closing and Closing Matters. (a) The Company shall use commercially reasonable efforts to provide on a timely basis all such reasonable assistance and cooperation in connection with the financing being undertaken by the Purchaser in connection with the Arrangement as may be reasonably requested by Purchaser, including (i) making senior management, officers and advisors of Company reasonably available for customary lender meetings with prospective sources of financing in performing their due diligence, (ii) subject to the Confidentiality Agreement, providing due diligence materials to potential financing sources, (iii) furnishing all financial statements and financial and other information and pro forma financial information and projections that are reasonably required in connection with the financing, (iv) providing such corporate resolutions, certificates and solvency and other documents as may be reasonably requested by Purchaser in connection therewith, (vii) entering into definitive transaction documents for the financing (including credit agreements, notes, guarantees, pledge and security agreements and account control agreements) to consummate the borrowings thereunder, so long as they only become effective immediately prior to the Effective Time, (viii) facilitating the pledge of and granting and perfection of Liens on applicable collateral (including the release, identification, grant or perfection of any Liens on the assets of Company), if any, to provide security in connection with the financing at and after the Effective Time and (ix) obtaining opinions of counsel to Company; provided, that neither the Company nor its directors, officers or employees, shall be required to pay any commitment or other similar fee or incur any other liability or expense (other than expenses to be reimbursed by Purchaser) in connection with the financing prior to the Effective Time.
