Sellers’ Restructuring Transactions Clause Samples

Sellers’ Restructuring Transactions. (a) The Sellers and the Purchasers shall use reasonable best efforts to cause the actions and transactions described on Section 6.12 of the Disclosure Schedule (the Sellers’ Restructuring Transactions) to be consummated prior to the Closing. From and after the Closing, the Sellers and the Purchasers shall cooperate with each other to cause any of the Sellers’ Restructuring Transactions that have not been completed prior to the Closing to be completed as promptly as practicable following the Closing. (b) On or before the consummation of the Sellers’ Restructuring Transactions, (i) the Sellers’ Restructuring Transactions and the execution and delivery of all documents necessary to effectuate the Sellers’ Restructuring Transactions, including intercompany and other asset transfer agreements, bills of sale and assignment, assignments and assumptions of all leases, Contracts, Intellectual Property and licenses and permits (the Restructuring Documents), shall have been duly authorized by all necessary action on the part of each Seller and any applicable Affiliate of any Seller and each Target Company. All such Restructuring Documents shall be substantially in the form attached hereto as Annex