Common use of Closing Restructuring Clause in Contracts

Closing Restructuring. Prior to the Closing, ▇▇▇▇▇▇▇ shall, and shall cause its Affiliates to, at ▇▇▇▇▇▇▇’▇ sole cost and expense, undertake the restructuring transactions set forth on Exhibit I (the “Pre-Closing Restructuring”) in the manner described on such Exhibit I (the “Pre-Closing Restructuring Plan”), including (a) the transfer by Emerson and the Emerson Retained Subsidiaries to an Emerson Contributed Subsidiary of each Emerson Contributed Asset, (b) the assumption by an ▇▇▇▇▇▇▇ Contributed Subsidiary of each ▇▇▇▇▇▇▇ Assumed Liability, (c) the transfer by each ▇▇▇▇▇▇▇ Contributed Subsidiary to ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of each asset of such ▇▇▇▇▇▇▇ Contributed Subsidiary that would be an ▇▇▇▇▇▇▇ Excluded Asset were it held by an ▇▇▇▇▇▇▇ Retained Subsidiary and (d) the assumption by ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of each Liability of an ▇▇▇▇▇▇▇ Contributed Subsidiary that would be an ▇▇▇▇▇▇▇ Excluded Liability were it a Liability of an ▇▇▇▇▇▇▇ Retained Subsidiary. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, (A) transfer any assets, properties or businesses of any ▇▇▇▇▇▇▇ Contributed Subsidiary to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than any asset that would be an ▇▇▇▇▇▇▇ Excluded Asset were it held by an ▇▇▇▇▇▇▇ Retained Subsidiary) or (B) transfer to any ▇▇▇▇▇▇▇ Contributed Subsidiary, or have any ▇▇▇▇▇▇▇ Contributed Subsidiary otherwise assume, any Liabilities of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than the ▇▇▇▇▇▇▇ Assumed Liabilities). The Pre-Closing Restructuring shall be consummated in compliance with Applicable Law and pursuant to local share and asset transfer documentation that Aspen has had a reasonable opportunity to review and comment upon (which final documentation shall incorporate such reasonable comments of Aspen); provided that in the event of any conflict or inconsistency between the terms of any such local transfer documentation and the Transaction Documents, the terms of the Transaction Documents shall control in all respects. For the avoidance of doubt, without limiting any rights of ▇▇▇▇▇▇▇ and Newco hereunder, ▇▇▇▇▇▇▇ and Newco shall not, and shall cause their respective Affiliates not to, bring any claim for any cause of action under any such local transfer documentation. For the avoidance of doubt, except as expressly set forth in this Agreement, the Tax Matters Agreement governs all tax related matters between or among the Parties or any of their Subsidiaries with respect to the Pre-Closing Restructuring. The Pre-Closing Restructuring may be amended or modified by ▇▇▇▇▇▇▇ so long as such amendments or modifications would not reasonably be expected, individually or in the aggregate (1) to be material to Newco and its Subsidiaries (after giving effect to the Closing) (including any new material Liability), (2) to prevent or materially delay the consummation of the Transactions, (3) to materially interfere with, prevent or materially delay the ability of Aspen or, following the Closing, Newco or any of its Subsidiaries to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (4) to change in any material way the scope of the Echo Business being transferred to Newco under this Agreement or the allocation of assets and Liabilities contemplated by this Agreement, (5) to impose restrictions on the business of Newco following the Closing (other than pursuant to the Tax Matters Agreement) or (6) to result in material adverse Tax consequences to Aspen, its Affiliates, Newco or any ▇▇▇▇▇▇▇ Contributed Subsidiary that would not be the subject of indemnification by ▇▇▇▇▇▇▇ under the Tax Matters Agreement; provided that, in each case, ▇▇▇▇▇▇▇ shall reasonably in advance consult in good faith with Aspen in connection with, and provide Aspen with written notice of, any such amendments and modifications. ▇▇▇▇▇▇▇ shall keep Aspen reasonably informed, upon request, of the status and details of the Pre-Closing Restructuring.

Closing Restructuring. Prior to the Closing, ▇▇▇▇▇▇▇ shall, and shall cause its Affiliates to, at ▇▇▇▇▇▇▇’▇ sole cost and expense, undertake the restructuring transactions set forth on Exhibit I (the “Pre-Closing Restructuring”) in the manner described on such Exhibit I (the “Pre-Closing Restructuring Plan”), including (a) the transfer by Emerson and the Emerson ▇▇▇▇▇▇▇ Retained Subsidiaries to an Emerson ▇▇▇▇▇▇▇ Contributed Subsidiary of each Emerson ▇▇▇▇▇▇▇ Contributed Asset, (b) the assumption by an ▇▇▇▇▇▇▇ Contributed Subsidiary of each ▇▇▇▇▇▇▇ Assumed Liability, (c) the transfer by each ▇▇▇▇▇▇▇ Contributed Subsidiary to ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of each asset of such ▇▇▇▇▇▇▇ Contributed Subsidiary that would be an ▇▇▇▇▇▇▇ Excluded Asset were it held by an ▇▇▇▇▇▇▇ Retained Subsidiary and (d) the assumption by ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of each Liability of an ▇▇▇▇▇▇▇ Contributed Subsidiary that would be an ▇▇▇▇▇▇▇ Excluded Liability were it a Liability of an ▇▇▇▇▇▇▇ Retained Subsidiary. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ shall not, and shall cause its Affiliates not to, (A) transfer any assets, properties or businesses of any ▇▇▇▇▇▇▇ Contributed Subsidiary to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than any asset that would be an ▇▇▇▇▇▇▇ Excluded Asset were it held by an ▇▇▇▇▇▇▇ Retained Subsidiary) or (B) transfer to any ▇▇▇▇▇▇▇ Contributed Subsidiary, or have any ▇▇▇▇▇▇▇ Contributed Subsidiary otherwise assume, any Liabilities of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than the ▇▇▇▇▇▇▇ Assumed Liabilities). The Pre-Closing Restructuring shall be consummated in compliance with Applicable Law and pursuant to local share and asset transfer documentation that Aspen has had a reasonable opportunity to review and comment upon (which final documentation shall incorporate such reasonable comments of Aspen); provided that in the event of any conflict or inconsistency between the terms of any such local transfer documentation and the Transaction Documents, the terms of the Transaction Documents shall control in all respects. For the avoidance of doubt, without limiting any rights of ▇▇▇▇▇▇▇ and Newco hereunder, ▇▇▇▇▇▇▇ and Newco shall not, and shall cause their respective Affiliates not to, bring any claim for any cause of action under any such local transfer documentation. For the avoidance of doubt, except as expressly set forth in this Agreement, the Tax Matters Agreement governs all tax related matters between or among the Parties or any of their Subsidiaries with respect to the Pre-Closing Restructuring. The Pre-Closing Restructuring may be amended or modified by ▇▇▇▇▇▇▇ so long as such amendments or modifications would not reasonably be expected, individually or in the aggregate (1) to be material to Newco and its Subsidiaries (after giving effect to the Closing) (including any new material Liability), (2) to prevent or materially delay the consummation of the Transactions, (3) to materially interfere with, prevent or materially delay the ability of Aspen or, following the Closing, Newco or any of its Subsidiaries to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (4) to change in any material way the scope of the Echo Business being transferred to Newco under this Agreement or the allocation of assets and Liabilities contemplated by this Agreement, (5) to impose restrictions on the business of Newco following the Closing (other than pursuant to the Tax Matters Agreement) or (6) to result in material adverse Tax consequences to Aspen, its Affiliates, Newco or any ▇▇▇▇▇▇▇ Contributed Subsidiary that would not be the subject of indemnification by ▇▇▇▇▇▇▇ under the Tax Matters Agreement; provided that, in each case, ▇▇▇▇▇▇▇ shall reasonably in advance consult in good faith with Aspen in connection with, and provide Aspen with written notice of, any such amendments and modifications. ▇▇▇▇▇▇▇ shall keep Aspen reasonably informed, upon request, of the status and details of the Pre-Closing Restructuring.