Seller Reorganization. Prior to Closing, (i) the Seller shall sell, assign, transfer, convey and deliver all of the Non-Business Assets, (including the assets listed on Section 5.10 of the Disclosure Schedule and described as the “Retained Real Property”), to a controlled Affiliate of the Seller that upon Closing shall not be a Xxxxxx Entity, Holdco or any JV Entity (the “Seller Reorganization Transferee”) and (ii) the Seller shall cause the Seller Reorganization Transferee to assume and agree to pay, perform and discharge all of the Non-Business Liabilities and Pre-Closing Environmental Liabilities to the extent they are not related to the Business and, to the maximum extent allowable by Law, the Company shall be released from any Liability with respect thereto (the “Seller Reorganization”). Prior to effecting such Seller Reorganization, the Seller shall, giving reasonable notice, consult with the Purchaser with respect to the steps and documentation for such Seller Reorganization. Prior to Closing, the Seller and the Purchaser agree to mutually cooperate to subdivide the Weeks Island, Louisiana, property (as described on Schedule 5.10 of the Disclosure Schedule) so as to separate the Non-Business Assets from the Business and if such subdivision is legally impossible or economically unfeasible, the parties will thereafter negotiate in good faith so as to cause a division of the Weeks Island property in a manner that will preserve and protect the Seller’s interest in the Non-Business Assets and the Purchaser’s interest in the remaining Weeks Island property. The Seller shall procure that no Xxxxxx Entity nor Holdco shall provide or agree to any representation, warranty, covenant or other agreement with respect to the Seller Reorganization or incur any Liability with respect thereto other than any obligation of such Person to sell, assign, transfer, convey and deliver all of the Non-Business Assets.
Seller Reorganization. The Buyer Parties acknowledge that on or prior to the Closing Date the Seller Companies may elect to convert ICO WW into a Texas limited partnership (the "Seller Reorganization"). In the event that the Seller Reorganization is consummated, the parties hereto agree that (i) the term "Sellers" as used in this Agreement shall include the newly formed Texas limited partnership resulting from the Seller Reorganization ("New ICO LP"); (ii) any references to ICO WW included in the Sellers' Disclosure Letter (other than Schedule 3.01) shall be read as references to New ICO LP, as applicable, and (iii) prior to the Closing Date, the Seller Companies shall update Schedule 3.01 to include the appropriate disclosure relating to New ICO LP.
Seller Reorganization. (a) The Seller shall (i) use reasonable best efforts to consummate the Reorganization as soon as possible after the date hereof and in any event prior to the Closing and (ii) keep Acquiror reasonably updated on any steps in connection with the Reorganization. With respect to any step in the Reorganization that requires any third-party approval or consents, including approvals or consents from employees or Orders, the Seller shall cause its Affiliates and Representatives to use reasonable best efforts to obtain such approval or consent or to otherwise comply with such Order. Acquiror shall, upon the request of the Seller, use reasonable best efforts to assist in the Reorganization, provided that Acquirer shall not be required to pay any costs or expenses with respect to the Reorganization.
Seller Reorganization. The Companies and/or their respective Subsidiaries shall complete the Seller Reorganization prior to the Closing in accordance with the Steps Memo, subject to the exceptions set forth in Section 2.2(a). The parties to this Agreement acknowledge and agree that (i) this Agreement shall not in any manner restrict the Companies and/or their respective Subsidiaries from engaging in the Seller Reorganization (except as set forth in this Section); (ii) the implementation of the Seller Reorganization in accordance with the Steps Memo shall not constitute a breach of or failure to perform any of the representations, warranties or covenants of the Sellers in this Agreement; (iii) any newly-formed and directly wholly owned Subsidiary of Hill Delaware that is formed in connection with the Seller Reorganization and that, directly or indirectly through one or more of its Subsidiaries, engages in the Business shall be deemed a “Hill Delaware Company” hereunder; (iv) any newly-formed and directly wholly owned Subsidiary of Hill N.V. that is formed in connection with the Seller Reorganization and that, directly or indirectly through one or more of its Subsidiaries, engages in the Business shall be deemed a “Hill N.V. Company” hereunder; and (v) any newly-formed and directly wholly owned Company Subsidiary that is formed in connection with the Seller Reorganization shall be deemed a “Subsidiary” of such Company hereunder.
Seller Reorganization. The Seller Reorganization steps and actions have been implemented or, in the case of steps or actions set forth in the Steps Memo and not completed as of the date hereof, will be implemented, in accordance with the Steps Memo in all material respects, subject to the exceptions set forth in Section 2.2(a). The Seller Reorganization steps and actions set forth in the Steps Memo have been (or will be) duly authorized and approved by and on behalf of each Company, Company Subsidiary, or applicable Affiliate, and have been (or will be) implemented, subject to the exceptions set forth in Section 2.2(a), in accordance with all Applicable Laws (including with regard to Taxes) and applicable accounting practices. The Steps Memo was prepared diligently and in good faith, based on review and advice from suitably skilled and knowledgeable advisors and takes into account all Applicable Laws (including with regard to Taxes) and contains all steps needed to effect the Seller Reorganization, subject to any amendments or modifications agreed to between the Sellers and the Purchasers. In connection with the Seller Reorganization, all material documentation, know-how, and records relating to the Business and any assets, obligations, or liabilities relating to the Business are maintained in, or have been (or will be) transferred to, a Company or Company Subsidiary, as applicable, except as may be provided in the Transition Services Agreement or as set forth on Schedule 2.2(a).
