Restructuring; Separation Cooperation Clause Samples
The 'Restructuring; Separation Cooperation' clause outlines the parties' obligations to assist each other in the event of a corporate restructuring or separation, such as a merger, spin-off, or divestiture. It typically requires both parties to provide necessary information, coordinate on regulatory filings, and take reasonable actions to facilitate a smooth transition. This clause ensures that both sides work collaboratively to minimize disruptions and legal complications during significant organizational changes.
Restructuring; Separation Cooperation. (a) Notwithstanding anything herein to the contrary, Seller shall, on or prior to the Closing Date, take the actions described on Schedule C (as may be amended in accordance with this Section 5.20). Schedule C may be amended by Seller without the consent of Purchaser: (i) to comply with applicable Laws; and/or (ii) to secure the consent or approval of a Governmental Authority necessary to consummate any of the transactions contemplated by this Agreement; and/or (iii) to add transfers of Cash and Cash Equivalents, Excluded Assets or Retained Liabilities from the Conveyed Companies to Seller or an Affiliate of Seller (other than a Conveyed Company) by dividend, distribution, sale, payment of intercompany advances or Indebtedness, or other transfer; provided, however, that any such amendment shall require the prior written consent of Purchaser if any such proposed amendment includes any steps or actions that would (A) cause Purchaser or any of its Affiliates to violate any Law or Contract, (B) cause any representation or warranty of Seller in Article III of this Agreement to become untrue or incorrect in any material respect, (C) other than in any de minimis respect, create or result in any increase in any Assumed Liabilities or any other Liabilities or obligations of Purchaser with respect to which Purchaser is not entitled to indemnification pursuant to this Agreement (including any incremental transfer Taxes required to be paid by Purchaser hereunder, other than any transfer Taxes reasonably likely to be recovered within two (2) years by Purchaser or its Affiliates under applicable Law without material cost or expense or restructuring or the implementation of further Tax planning techniques by Purchaser or any of its Affiliates), (D) create or give rise to any material loans or balances (x) between any Conveyed Company, on one hand, and another Conveyed Company, on the other hand, or (y) between any Conveyed Company, on one hand, and the Seller or any of its Affiliates (other than the Conveyed Companies), on the other hand, that would not be canceled or terminated without further liability or obligation on or before the Closing pursuant to this Agreement, (E) (x) reduce the paid in capital, statutory capital or other local Law equivalent with respect to any Conveyed Company below (A) the amount required by applicable Statutory Minimums with respect to such Conveyed Company or (B) an amount which would result in Purchaser or any of its Affiliates being requ...