Common use of Transfer of Excluded Assets; Restructuring Clause in Contracts

Transfer of Excluded Assets; Restructuring. Seller shall use reasonable best efforts to effect the restructuring transactions set forth on Section 5.15 of the Seller’s Disclosure Letter (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) on or before the Closing Date; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller shall be permitted to amend Section 5.15 of the Seller’s Disclosure Letter to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer or its Affiliates. Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretion. After the Closing Date, Buyer and its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller to effect the provisions of this Section 5.15, including the transfer of any Excluded Assets to Seller or one or more of its designees for no additional consideration; provided, however, that Seller shall reimburse Buyer for all reasonable third-party costs associated with any such actions.

Transfer of Excluded Assets; Restructuring. Seller (a) Delta shall use reasonable best efforts take, or cause one or more of its Affiliates to take, such actions described on Section 7.16 of the Delta Disclosure Schedule (as it may be amended pursuant to the immediately following sentence) to transfer effective as of, or prior to, the Effective Time (i) the Excluded Assets from the Transferred DPP Companies or any of their Subsidiaries to Delta or one or more of its Retained Subsidiaries and (ii) the DPP Assets not held by any Transferred DPP Companies or any their Subsidiaries from Delta or its Retained Subsidiaries to a Transferred DPP Company or Subsidiary thereof, in each case, for such consideration or for no consideration, as may be determined by Delta in its sole discretion. Delta shall effect the restructuring transactions set forth on Section 5.15 7.16 of the Seller’s Delta Disclosure Letter Schedule (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) on or before by the Closing DateEffective Time; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller Delta shall be permitted to amend Section 5.15 7.16 of the Seller’s Delta Disclosure Letter Schedule to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer Newco or its Affiliates. Notwithstanding anything to , or, following the contrary hereinClosing, Seller shall take the DPP Business, the Transferred DPP Companies and their Subsidiaries, or impose liabilities, restrictions or limitations on Newco or the Transferred DPP Companies contemplated by this Agreement (or cause taking into account the transactions contemplated by this Agreement, including the assumption of the Assumed Liabilities by one or more Subsidiaries of its Affiliates Newco), with prior notice to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretionand good faith consultation with Newco. After the Closing Date, Buyer Newco and its Subsidiaries (including the Transferred FH DPP Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller Delta to effect the provisions of this Section 5.157.16, including the transfer of any Excluded Assets to Seller Delta or one or more of its designees for no additional consideration; provided. All documents, howeverinstruments or certificates executed to effectuate the Pre-Closing Restructuring Transactions and the other transactions described in this Section 7.16 shall be in form and substance consistent with the Pre-Closing Restructuring Transactions (as may be amended in accordance with this Section 7.16). Delta shall provide Newco all such material documents, that Seller shall reimburse Buyer for all reasonable thirdinstruments or certificates (or forms thereof) required in connection with the Pre-party costs associated with any such actionsClosing Restructuring Transactions as far in advance of the execution thereof as is reasonably practicable.

Transfer of Excluded Assets; Restructuring. Seller (a) DuPont shall use reasonable best efforts to effect the restructuring transactions set forth on Section 5.15 of the Seller’s Disclosure Letter (as may be amended pursuant to this sentencetake, the “Pre-Closing Restructuring Transactions”) on or before the Closing Date; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller shall be permitted to amend Section 5.15 of the Seller’s Disclosure Letter to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer or its Affiliates. Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take, the actions described on Section 5.17 of the Seller's Disclosure Schedule (as it may be amended pursuant to the immediately following sentence) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date Effective Time (i) the Excluded Assets or the Retained Liabilities (other than Cash Equivalents) from the Transferred FH DPC Companies or any of their Closing Subsidiaries or the Joint Ventures to Seller DuPont or one or more of its Retained Subsidiaries and (ii) the DPC Assets not held by any Transferred DPC Companies or any their Subsidiaries or the Joint Ventures and their Subsidiaries from DuPont or its Subsidiaries to a Transferred DPC Companies or its Subsidiaries, in each case, for such consideration or for no consideration, as may be determined by Seller DuPont in its sole discretion. DuPont shall effect the restructuring transactions set forth on Section 5.17 of the Seller's Disclosure Schedule (as may be amended pursuant to this sentence, the "Pre-Closing Restructuring Transactions") by the Effective Time; provided, however, that following the date hereof, DuPont shall be permitted to amend Section 5.17 of the Seller's Disclosure Schedule with the prior written consent of Buyer, which consent shall not be unreasonably withheld, to the extent the effect of such amendments would not adversely affect Buyer or its Affiliates or, following the Closing, the DPC Business, the Transferred DPC Companies and their Subsidiaries or the Joint Ventures and their Subsidiaries. After the Closing Date, Buyer and its Subsidiaries (including the Transferred FH DPC Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to (at the sole cost and expense of DuPont) take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller DuPont to effect the provisions of this Section 5.155.17, including the transfer of any Excluded Assets (other than Cash Equivalents) to Seller DuPont or one or more of its designees for no additional consideration; provided. All documents, howeverinstruments or certificates executed to effectuate the Pre-Closing Restructuring Transactions and the other transactions described in this Section 5.17 (i) shall be in form and substance consistent with the Pre-Closing Restructuring Transactions (as may be amended in accordance with this Section 5.17) and shall not adversely affect Buyer or its Affiliates or, that Seller following the Closing, the DPC Business, the Transferred DPC Companies and their Subsidiaries or the Joint Ventures and their Subsidiaries or impose liabilities, restrictions or limitations on Buyer, the Transferred DPC Subsidiaries or their Subsidiaries not contemplated by this Agreement (taking into account the transactions contemplated by this Agreement, including the assumption of the Assumed Liabilities by Buyer). Except with respect to documents, instruments and certificates to effectuate the Pre-Closing Restructuring Transactions expected to take place in Asia on or around September 1, 2012, DuPont shall reimburse provide Buyer for all reasonable third-party costs associated with any such actionsmaterial documents, instruments or certificates (or forms thereof), other than those documents, instruments or certificates described in clause (i) of the immediately preceding sentence, as far in advance of the execution thereof as is reasonably practicable.

Transfer of Excluded Assets; Restructuring. Seller (a) DuPont shall use reasonable best efforts take, or cause one or more of its Affiliates to take, the actions described on Section 5.17 of the Seller’s Disclosure Schedule (as it may be amended pursuant to the immediately following sentence) to transfer effective as of, or prior to, the Effective Time (i) the Excluded Assets (other than Cash Equivalents) from the Transferred DPC Companies or any of their Subsidiaries or the Joint Ventures to DuPont or one or more of its Retained Subsidiaries and (ii) the DPC Assets not held by any Transferred DPC Companies or any their Subsidiaries or the Joint Ventures and their Subsidiaries from DuPont or its Subsidiaries to a Transferred DPC Companies or its Subsidiaries, in each case, for such consideration or for no consideration, as may be determined by DuPont in its sole discretion. DuPont shall effect the restructuring transactions set forth on Section 5.15 5.17 of the Seller’s Disclosure Letter Schedule (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) on or before by the Closing DateEffective Time; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller DuPont shall be permitted to amend Section 5.15 5.17 of the Seller’s Disclosure Letter Schedule with the prior written consent of Buyer, which consent shall not be unreasonably withheld, to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer or its Affiliates. Notwithstanding anything to Affiliates or, following the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior toClosing, the Closing Date DPC Business, the Excluded Assets Transferred DPC Companies and their Subsidiaries or the Retained Liabilities from the Transferred FH Companies or any of Joint Ventures and their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretionSubsidiaries. After the Closing Date, Buyer and its Subsidiaries (including the Transferred FH DPC Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to (at the sole cost and expense of DuPont) take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller DuPont to effect the provisions of this Section 5.155.17, including the transfer of any Excluded Assets (other than Cash Equivalents) to Seller DuPont or one or more of its designees for no additional consideration; provided. All documents, howeverinstruments or certificates executed to effectuate the Pre-Closing Restructuring Transactions and the other transactions described in this Section 5.17 (i) shall be in form and substance consistent with the Pre-Closing Restructuring Transactions (as may be amended in accordance with this Section 5.17) and shall not adversely affect Buyer or its Affiliates or, that Seller following the Closing, the DPC Business, the Transferred DPC Companies and their Subsidiaries or the Joint Ventures and their Subsidiaries or impose liabilities, restrictions or limitations on Buyer, the Transferred DPC Subsidiaries or their Subsidiaries not contemplated by this Agreement (taking into account the transactions contemplated by this Agreement, including the assumption of the Assumed Liabilities by Buyer). Except with respect to documents, instruments and certificates to effectuate the Pre-Closing Restructuring Transactions expected to take place in Asia on or around September 1, 2012, DuPont shall reimburse provide Buyer for all reasonable third-party costs associated with any such actionsmaterial documents, instruments or certificates (or forms thereof), other than those documents, instruments or certificates described in clause (i) of the immediately preceding sentence, as far in advance of the execution thereof as is reasonably practicable.