Common use of Cooperation Regarding Reorganization Clause in Contracts

Cooperation Regarding Reorganization. The Corporation shall, and shall cause each of its subsidiaries to, cooperate with Acquireco in structuring, planning and preparing any reorganization (including for tax purposes) of their respective capital, assets and corporate structure as Acquireco may reasonably require including in connection with completing the Contemplated Transactions; provided, however, that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of the Corporation and its subsidiaries, (ii) Acquireco shall pay the implementation costs and any direct or indirect costs and liabilities thereof, including employment costs, Taxes and liabilities, that may be incurred to unwind any such transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred; (iii) such cooperation does not require the directors, officers, employees or agents of the Corporation or its subsidiaries to take any action in any capacity other than as a director, officer or employee; and (iv) the effectiveness thereof shall occur not more than three days prior to the Effective Time; and provided further that no such actions shall be considered to constitute a breach of the representations or warranties or covenants hereunder.