Common use of Internal Reorganization Clause in Contracts

Internal Reorganization. Except as provided in Section 2.2(b) and subject to the terms and conditions of this Agreement and effective as of the Business Transfer Time, to the extent not previously effected: (a) the Parties shall cause the Internal Reorganization to be completed, subject to Section 2.2(b), in all respects in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure, the “Step Plan”); (b) the Parties shall execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the SpinCo Group all of the right, title and interest to all SpinCo Assets and take all actions necessary to cause the SpinCo Group to assume all of the SpinCo Assumed Liabilities, in each case, in form and substance reasonably acceptable to Parent; (c) the Parties shall execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the Cogint Group all of the right, title and interest to all Cogint Assets, in each case, in form and substance reasonably acceptable to Parent; (d) the Parties shall execute and record with the United States Patent and Trademark Office the Trademark Assignment and take such other corporate actions as are necessary to transfer to SpinCo all of the right, title and interest to the COGINT name, trademarks and service marks, provided that if any such trademark, names or service marks may not be assigned at such time, the Parties shall enter into an exclusive, irrevocable, royalty-free license or make such other arrangements as may be reasonably necessary to provide SpinCo with the exclusive right to use such trademark, names or service marks until such Trademark Assignment may be so filed, at SpinCo’s sole expense; (e) in the event that at any time or from time to time (whether prior to, at or after the Business Transfer Time), any member of the Cogint Group or the SpinCo Group, respectively, is the owner of, receives or otherwise comes to possess any SpinCo Asset or Cogint Asset, as the case may be, or any SpinCo Assumed Liability that is allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement, the applicable Person shall promptly transfer, or cause to be transferred, such SpinCo Asset, Cogint Asset, or SpinCo Assumed Liability to the Person so entitled thereto or responsible therefor, and such Person shall assume the same, as applicable. Prior to any such transfer, such SpinCo Asset, Cogint Asset, or SpinCo Assumed Liability shall be held in accordance with Section 2.2(b); (f) no later than 7:00 pm Eastern Time on the Business Day immediately prior to the Business Transfer Time, Cogint shall deliver to SpinCo and Parent, a certificate of the Chief Financial Officer of Cogint certifying the amount of Cogint Cash to be contributed to SpinCo in accordance with the Internal Reorganization, which certificate shall include all relevant backup materials with respect to such Cogint Cash; (g) at least five (5) Business Days prior to the Business Transfer Time, Cogint will prepare and deliver to SpinCo (with copy to Parent) a statement certified by the Chief Financial Officer of Cogint, setting forth a good-faith estimate of the amount of (i) the Normalized Net Working Capital and the (ii) Net Working Capital as of the Business Transfer Time, calculated in accordance with GAAP in a manner consistent with the Cogint Balance Sheet (such estimate, the “Net Working Capital Statement”) which statement shall include all relevant backup materials with respect to the calculation of the Normalized Net Working Capital and the Net Working Capital. If the Net Working Capital set forth on the Net Working Capital Statement is less than the Normalized Net Working Capital set forth on the Net Working Capital Statement, then the difference between the Net Working Capital and the Normalized Net Working Capital shall constitute the “Net Working Capital Shortfall”; (h) SpinCo hereby waives compliance by each and every member of the Cogint Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group; and (i) Cogint hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Cogint Assets to any member of the Cogint Group.

Internal Reorganization. Except as provided in Section 2.2(b) and subject to the terms and conditions of this Agreement and effective as of the Business Transfer Time, to the extent not previously effected: (a) the Parties shall cause the Internal Reorganization to be completed, subject to Section 2.2(b), in all respects in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure, the “Step Plan”); (b) the Parties shall execute and deliver, or cause the execution and delivery of, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the SpinCo Group all of the right, title and interest to all SpinCo Assets and take all actions necessary to cause the SpinCo Group to assume all of the SpinCo Assumed Liabilities, in each case, in form and substance reasonably acceptable to Parenteach Party; (c) the Parties shall execute and deliver, or cause the execution and delivery of, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and take such other corporate actions as are necessary to transfer to the Cogint Group all of the right, title and interest to all Cogint Assets, in each case, in form and substance reasonably acceptable to Parenteach Party; (d) the Parties shall execute and record with the United States Patent and Trademark Office the Trademark Assignment and take such other corporate actions as are necessary to transfer to SpinCo all of the right, title and interest to the COGINT name, trademarks and service marks, provided that if any such trademark, names or service marks may not be assigned at such time, the Parties shall enter into an exclusive, irrevocable, royalty-free license or make such other arrangements as may be reasonably necessary to provide SpinCo with the exclusive right to use such trademark, names or service marks until such Trademark Assignment may be so filed, at SpinCo’s sole expense; (e) in the event that at any time or from time to time (whether prior to, at or after the Business Transfer Time), any member of the Cogint Group or the SpinCo Group, respectively, is the owner of, receives or otherwise comes to possess any SpinCo Asset or Cogint Asset, as the case may be, or any SpinCo Assumed Liability that is allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement, the applicable Person shall promptly transfer, or cause to be transferred, such SpinCo Asset, Cogint Asset, or SpinCo Assumed Liability to the Person so entitled thereto or responsible therefor, and such Person shall assume the same, as applicable. Prior to any such transfer, such SpinCo Asset, Cogint Asset, or SpinCo Assumed Liability shall be held in accordance with Section 2.2(b); (fe) no later than 7:00 pm Eastern Time on the Business Day immediately prior to the Business Transfer Time, Cogint SpinCo shall deliver to SpinCo and ParentCogint, a certificate of the Chief Financial Officer of Cogint certifying SpinCo (the “CFO Certificate”) setting forth the amount of Cogint Cash cash up to $20 million to be contributed to SpinCo in accordance with the Internal Reorganization, which certificate shall include all relevant backup materials with respect to such Cogint Reorganization (the “Contributed Cash”); (g) at least five (5) Business Days prior to the Business Transfer Time, Cogint will prepare and deliver to SpinCo (with copy to Parent) a statement certified by the Chief Financial Officer of Cogint, setting forth a good-faith estimate of the amount of (i) the Normalized Net Working Capital and the (ii) Net Working Capital as of the Business Transfer Time, calculated in accordance with GAAP in a manner consistent with the Cogint Balance Sheet (such estimate, the “Net Working Capital Statement”) which statement shall include all relevant backup materials with respect to the calculation of the Normalized Net Working Capital and the Net Working Capital. If the Net Working Capital set forth on the Net Working Capital Statement is less than the Normalized Net Working Capital set forth on the Net Working Capital Statement, then the difference between the Net Working Capital and the Normalized Net Working Capital shall constitute the “Net Working Capital Shortfall”; (hf) SpinCo hereby waives compliance by each and every member of the Cogint Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group; and (ig) Cogint hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Cogint Assets to any member of the Cogint Group.