Common use of Pre-Closing Actions Clause in Contracts

Pre-Closing Actions. (a) Prior to the Closing, Sellers and Holdings shall consummate the Pre-Closing Reorganization in the manner described in Exhibit A, or in a manner substantially similar thereto; provided that Sellers and Holdings shall obtain the consent of Parent (not to be unreasonably withheld, conditioned or delayed) if any alteration in the consummation of the Pre-Closing Reorganization from the transactions described in Exhibit A could reasonably be expected to adversely impact Parent (or any of its Affiliates, including the Acquired Entities). (b) The Seller Parties shall, and shall cause their respective Representatives to, (i) reasonably consult with Parent regarding the Pre-Closing Reorganization, (ii) provide Parent with all information related to the Pre-Closing Reorganization as reasonably requested by Parent and (iii) otherwise keep Parent reasonably informed of the status of the Pre-Closing Reorganization, including providing reasonably prompt oral and written notice of all material developments related thereto. Without limiting the foregoing, the Seller Parties shall, and shall cause their respective Representatives to, provide Parent and its Representatives with a reasonable opportunity to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate to the Pre-Closing Reorganization and shall consider in good faith any such comments. (c) Prior to the Closing, the Seller Parties shall (i) amend, terminate or take such other action with respect to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2009 (as amended, the “Securitization Facility”) to permit the Company to retain all right, title and interest in and to the accounts receivable of the Acquired Entities that would otherwise be subject to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (i) and (ii) in form and substance reasonably satisfactory to Parent. (d) Prior to the Closing, Holdings shall, and shall cause its Affiliates (other than the Acquired Entities) to, assign and transfer to one (1) or more Acquired Entities designated in writing by Parent, and cause such Acquired Entities to accept and assume, all of the current liabilities of Holdings and its Affiliates (other than the Acquired Entities) related to the businesses of the Acquired Entities that are of the type identified as current liabilities of Newco in the line-items contained in Exhibit I, whether incurred prior to, on or after the date hereof; provided that all such assigned and transferred current liabilities shall be current liabilities of NewCo for purposes of calculating Net Working Capital.

Pre-Closing Actions. Sellers shall cause all Pre-Closing Actions (adefined below) Prior to continue to be prosecuted in the Closing, Sellers Ordinary Course of Business after the Closing Date at their sole cost and Holdings shall consummate expense in accordance with and in discharge of their obligations with respect thereto under Sections 7 and 34 hereof; provided that Purchaser agrees that the Pre-Closing Reorganization Actions shall remain in the manner described in Exhibit Aname of the World Reach Companies and Purchaser shall, or in a manner substantially similar thereto; provided that Sellers and Holdings shall obtain cause the consent of Parent (not to be unreasonably withheldWorld Reach Companies to, conditioned or delayed) if any alteration in the consummation cooperate with Sellers’ prosecution of the Pre-Closing Reorganization Actions. With respect to any such Pre-Closing Actions, Purchaser shall have the rights of an Indemnified Party pursuant to the procedures outlined in Section 36 hereof (i.e., treating such Pre-Closing Actions as Indemnified Claims and Sellers as the Indemnifying Parties). This Section 6(d) shall survive the Closing. Litigation costs incurred by Purchaser and/or the World Reach Companies post-Closing relevant to the defense and/or prosecution of Pre-Closing Actions, or any settlements amounts applicable thereto that are paid by Purchaser or the World Reach Companies post-Closing, shall be deducted from the transactions described in Exhibit A could Deferred Purchase Price, subject to Purchaser providing Sellers with a reasonably be expected to adversely impact Parent (documented accounting thereof. Notwithstanding the foregoing, if Purchaser or any of its Affiliates, including the Acquired Entities). (b) The Seller Parties shall, and shall cause their respective Representatives to, (i) reasonably consult with Parent regarding the Pre-Closing Reorganization, (ii) provide Parent with all information related to the Pre-Closing Reorganization as reasonably requested by Parent and (iii) otherwise keep Parent reasonably informed of the status of the Pre-Closing Reorganization, including providing reasonably prompt oral and written notice of all material developments related thereto. Without limiting the foregoing, the Seller Parties shall, and shall cause their respective Representatives to, provide Parent and its Representatives with a reasonable opportunity to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate to the Pre-Closing Reorganization and shall consider in good faith any such comments. (c) Prior to the Closing, the Seller Parties shall (i) amend, terminate or take such other action with respect to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2009 (as amended, the “Securitization Facility”) to permit the Company to retain all right, title and interest in and to the accounts receivable of the Acquired Entities that would otherwise be subject to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (i) and (ii) in form and substance reasonably satisfactory to Parent. (d) Prior to the Closing, Holdings shall, and shall cause its Affiliates (other than the Acquired EntitiesWorld Reach Companies) toare added as a party to any Pre-Closing Action, assign and transfer then Purchaser shall have the right to one (1) or more Acquired Entities designated control the Pre-Closing Action in writing by Parent, and cause such Acquired Entities to accept and assume, all of the current liabilities of Holdings and its Affiliates (other than the Acquired Entities) related to the businesses of the Acquired Entities that are of the type identified as current liabilities of Newco in the line-items contained in Exhibit I, whether incurred prior to, on or after the date hereof; provided that all such assigned and transferred current liabilities shall be current liabilities of NewCo for purposes of calculating Net Working Capitalaccordance with Section 36(d).

Pre-Closing Actions. (a) Prior Notwithstanding anything to the contrary set forth in this Agreement, at or prior to the Principal Closing, Sellers Seller shall cause the restructuring steps described in Section 5.24 of the Seller Disclosure Letter (the actions and Holdings transactions comprising such steps, the “Pre-Closing Actions”) to occur. Seller shall, and shall consummate cause its Affiliates to, conduct the Pre-Closing Reorganization Actions in compliance with all applicable Laws. (b) Seller shall (i) keep Purchaser reasonably informed about the manner described process, status, and timetable of the Pre-Closing Actions, including any proposed updates to the proposed steps to effect such Pre-Closing Actions and (ii) consult with, and consider any comments by, Purchaser (and its Representatives) in Exhibit Agood faith in connection with the taking of any such the Pre-Closing Actions. Prior to the execution of any transaction document related to, or in connection with, the Pre-Closing Actions (such documents collectively, the “Pre-Closing Actions Documents”) by Seller or any of its Affiliates or any material amendment of any Contract with a manner substantially similar thereto; provided that Sellers counterparty of the Business, Seller shall provide a draft of such Pre-Closing Actions Document or amendment to Purchaser and Holdings shall obtain the consent of Parent provide Purchaser a reasonable opportunity to review, comment on, and approve such draft Pre-Closing Actions Document or amendment (such approval not to be unreasonably withheld, conditioned or delayed) if any alteration in the consummation of the Pre-Closing Reorganization from the transactions described in Exhibit A could reasonably be expected to adversely impact Parent (or any of its Affiliates, including the Acquired Entities). (b) The Seller Parties shall. For greater clarity, and notwithstanding any other provision of this Section 5.24, Seller shall cause their respective Representatives tonot (A) make any alteration, (i) reasonably consult with Parent regarding the Pre-Closing Reorganization, (ii) provide Parent with all information related update or modification to the Pre-Closing Reorganization as reasonably requested by Parent and (iii) otherwise keep Parent reasonably informed Actions steps described in Section 5.24 of the status of Seller Disclosure Letter or (B) enter into the Pre-Closing ReorganizationActions Documents, including providing reasonably prompt oral and in each case, without the prior written notice consent of all material developments related thereto. Without limiting the foregoingPurchaser (such consent not to be unreasonably withheld, the Seller Parties shall, and shall cause their respective Representatives to, provide Parent and its Representatives with a reasonable opportunity to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate to the Pre-Closing Reorganization and shall consider in good faith any such commentsconditioned or delayed). (c) Prior to the Closing, the Seller Parties shall (i) amend, terminate or take such other action with respect to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2009 (as amended, the “Securitization Facility”) to permit the Company to retain all right, title and interest in and to the accounts receivable of the Acquired Entities that would otherwise be subject to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (i) and (ii) in form and substance reasonably satisfactory to Parent. (d) Prior to the Closing, Holdings shall, and shall cause its Affiliates (other than the Acquired Entities) to, assign and transfer to one (1) or more Acquired Entities designated in writing by Parent, and cause such Acquired Entities to accept and assume, all of the current liabilities of Holdings and its Affiliates (other than the Acquired Entities) related to the businesses of the Acquired Entities that are of the type identified as current liabilities of Newco in the line-items contained in Exhibit I, whether incurred prior to, on or after the date hereof; provided that all such assigned and transferred current liabilities shall be current liabilities of NewCo for purposes of calculating Net Working Capital.

Pre-Closing Actions. The following transactions shall be effected prior to the Closing Date: (a) Prior No later than three (3) Business Days prior to the ClosingClosing Date, Sellers and Holdings the Company shall consummate the Pre-Closing Reorganization in the manner described in Exhibit A, or in provide to SPAC a manner substantially similar thereto; provided that Sellers and Holdings shall obtain the consent written report setting forth a list of Parent (not to be unreasonably withheld, conditioned or delayed) if any alteration in the consummation all of the Pre-Closing Reorganization from Company Transaction Expenses (together with written invoices and wire transfer instructions for the transactions described in Exhibit A could reasonably be payment thereof), solely to the extent such fees and expenses are incurred and expected to adversely impact Parent remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date (or any of its Affiliates, including the Acquired Entities“Company Transaction Expenses Certificate”). (b) The Seller Parties shallAs soon as reasonably practicable (but in any event no later than two (2) Business Days) prior to the Closing Date, and SPAC shall cause their respective Representatives to, deliver to the Company written notice setting forth: (i) reasonably consult with Parent regarding the Pre-Closing Reorganization, aggregate amount of cash proceeds that will be required to satisfy the exercise of the SPAC Share Redemption; (ii) provide Parent a written report setting forth a list of all of the SPAC Transaction Expenses (together with all information related written invoices and wire transfer instructions for the payment thereof), solely to the Pre-extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Reorganization as reasonably requested by Parent Date (the “SPAC Transaction Expenses Certificate”); and (iii) otherwise keep Parent reasonably informed the aggregate amount of all loans made by the Sponsor or any of its Affiliates to SPAC as of the status date of this Agreement and during the Pre-period between the date of this Agreement and the Closing Reorganizationto be converted into Holdco Class A Ordinary Shares at Closing Date pursuant to Section 2.5(d) (the “SPAC Financing Certificate”). For the avoidance of doubt, including providing reasonably prompt oral nothing contained herein shall affect SPAC’s ability to be reimbursed (and written notice of all material developments related thereto. Without limiting the foregoing, the Seller Parties shall, and shall cause their respective Representatives to, provide Parent and its Representatives with a reasonable opportunity to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate any invoices to the Pre-Closing Reorganization and shall consider SPAC to be paid) for any SPAC Transaction Expenses incurred in good faith any such commentsafter the delivery of the SPAC Transaction Expenses Certificate. (c) Prior to the Closing, the Seller Parties shall Promptly following delivery by (i) amend, terminate or take such other action with respect to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 30, 2009 (as amended, the “Securitization Facility”) to permit the Company to retain all right, title and interest in and to the accounts receivable of the Acquired Entities that would otherwise be subject Company Transaction Expenses Certificate pursuant to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (iSection 2.1(a) and (ii) SPAC of the SPAC Transaction Expenses Certificate and the SPAC Financing Certificate pursuant to Section 2.1(b) and, in form any event, not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to SPAC a spreadsheet schedule (the “Payment Spreadsheet”) in excel format with underlying calculations setting forth the portion of the Purchase Price payable to each Company Shareholder in accordance with the terms of this Agreement and substance reasonably satisfactory the Company Governing Documents. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the parties hereto shall work together in good faith to Parentfinalize the Payment Spreadsheet in accordance with this Agreement. The allocation of the Purchase Price to the Company Shareholders pursuant to the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by parties hereof for purposes of issuing the Purchase Price to the Company Shareholders pursuant to this Article II, absent manifest error. The Payment Spreadsheet shall be prepared solely by the Company, and the Company acknowledges that SPAC and its Affiliates are not responsible for, and shall have no liability with respect to, the Payment Spreadsheet or any allocations, errors or omissions therein. (d) Prior On the Closing Date, immediately prior to the ClosingCompany Merger Effective Time, Holdings shallthe authorized share capital of Holdco shall be re-designated and re-classified as (A) 300,000,000 shares of Holdco Class A ordinary shares of a par value of US$0.0001 each (each, a “Holdco Class A Ordinary Share”), (B) 100,000,000 shares of Holdco Class B ordinary shares of a par value of US$0.0001 each (each, a “Holdco Class B Ordinary Share”), and shall cause its Affiliates (other than C) 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Acquired Entities) toHoldco Board may determine in accordance with the Holdco Governing Documents (the “Re-designation”), assign and transfer to one (1) or more Acquired Entities designated in writing by Parent, and cause such Acquired Entities to accept and assume, all that the authorized share capital of the current liabilities of Holdings and its Affiliates (other than the Acquired Entities) related to the businesses of the Acquired Entities that are of the type identified as current liabilities of Newco in the line-items contained in Exhibit I, whether incurred prior to, on or after the date hereof; provided that all such assigned and transferred current liabilities Holdco shall be current liabilities US$50,000 divided into 500,000,000 shares of NewCo for purposes a par value of calculating Net Working CapitalUS$0.0001 each.

Pre-Closing Actions. (a) Prior to 8.1.1 Between the Closing, Sellers date hereof and Holdings shall consummate the Pre-Closing Reorganization in the manner described in Exhibit A, or in a manner substantially similar thereto; provided that Sellers and Holdings shall obtain the consent of Parent (not to be unreasonably withheld, conditioned or delayed) if any alteration in the consummation of the Pre-Closing Reorganization from the transactions described in Exhibit A could reasonably be expected to adversely impact Parent (or any of its Affiliates, including the Acquired Entities). (b) The Seller Parties shall, and shall cause their respective Representatives toDate, (i) reasonably consult Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity shall not enter into, renew, modify, terminate or otherwise amend any Space Lease or other document affecting any Property without Limited Partner's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed, and shall be given or denied, with Parent regarding the Prereasons for any such denial, within the applicable period specified in Section 8.1.4; (ii) Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity shall not enter into any property operating maintenance or service or other contracts requiring more than thirty days notice to terminate, (iii) Contributor, Contributor Parent, any Lower Tier Entity and any New Lower Tier Entity shall not apply any Security Deposits without Limited Partner's prior written consent, and (iv) Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity shall continue to maintain and repair each Property as in its normal course of business. Notwithstanding anything to the contrary in this Article 8, nothing herein shall prevent or restrict, in any way, Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity from (i) negotiating, entering into and/or carrying out any of the terms and provisions of the Cash Contract, Redemption Agreement, a Redeemed Non-Closing ReorganizationREIT Unitholder Redemption Agreement, this Agreement and/or any other agreement or instrument entered into in connection therewith or herewith (each, a "Transaction Agreement" and collectively, the "Transaction Agreements"); or (ii) undertaking and/or effectuating any of the transactions contemplated by or undertaken in connection with any Transaction Agreement and/or referred to in, or contemplated by, one or more of the "Whereas" clauses of this Agreement. 8.1.2 If, following Limited Partner's consent, Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity enter into any new Space Leases, or if there is any modification, expansion, extension or renewal of any existing Space Leases (not provided for therein), Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity shall keep accurate records of all bona fide, third party expenses (collectively, "New Lease Expenses") incurred in connection with each new Space Lease, including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) provide Parent expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with all information related regard to such leasing transaction, (iii) the cost of removal and/or abatement of asbestos or other hazardous or toxic substances located in the demised space, (iv) reimbursements to the Pre-Closing Reorganization as reasonably requested by Parent tenant for the cost of any of the items described in the preceding clauses (ii) and (iii), (v) otherwise keep Parent reasonably informed in the event that Limited Partner declines to have its counsel draft the documents relating thereto, Sellers' reasonable legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the status leasing transaction, (vi) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (vii) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a new Space Lease to the landlord under another lease (whether or not such other lease covers space in the applicable Property). 8.1.3 The New Lease Expenses for each new Space Lease allocable to and payable by Sellers shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the Pre-term of such new Space Lease commencing on the rent commencement date of such new Space Lease (the "Rent Commencement Date") and expiring on the date immediately preceding the Closing Reorganization, including providing reasonably prompt oral and written notice of all material developments related thereto. Without limiting the foregoing, the Seller Parties shallDate, and the denominator of which shall cause their respective Representatives tobe the total number of days contained in the period commencing on the Rent Commencement Date and expiring on the date of the scheduled expiration of the term of such new Space Lease, provide Parent and its Representatives with a reasonable opportunity the remaining balance of the New Lease Expenses for each new Space Lease shall be allocable to review and comment in advance on all Contracts, certificates, Filings and other instruments that relate to the Pre-Closing Reorganization and shall consider in good faith any such comments. (c) Prior to payable by Limited Partner. At the Closing, Limited Partner shall reimburse Sellers for all New Lease Expenses theretofore paid by Sellers, if any, in excess of the Seller Parties shall (i) amend, terminate or take such other action with portion of the New Lease Expenses allocated to Sellers pursuant to the provisions of the preceding sentence. 8.1.4 With respect to any proposed action by Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity to be submitted to Limited Partner for its consent pursuant to Section 8.1.1, Limited Partner shall consent or deny its consent, with the Second Amended and Restated Receivables Purchase Agreementreasons for any such denial, dated as within the following five business days. If notice of September 30any denied consent is not received, 2009 (as amended, the “Securitization Facility”) Limited Partner's consent shall be deemed to permit the Company to retain all right, title and interest in and to the accounts receivable have been granted. 8.1.5 The provisions of the Acquired Entities that would otherwise be subject to the Securitization Facility, free and clear of all Liens (other than Permitted Liens), including all Liens under the Securitization Facility, and (ii) cause ▇▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (“Funding Company”), to assign, convey, deliver and transfer to the Company all right, title and interest in and to all bank accounts that are in the name of Funding Company and which relate to the collection of the Acquired Entities’ accounts receivable. As of this Section 8.1 shall survive the Closing, Holdings shall deliver to Parent evidence of the completion of the actions contemplated by the foregoing clauses (i) and (ii) in form and substance reasonably satisfactory to Parent. (d) Prior to the Closing, Holdings shall, and shall cause its Affiliates (other than the Acquired Entities) to, assign and transfer to one (1) or more Acquired Entities designated in writing by Parent, and cause such Acquired Entities to accept and assume, all of the current liabilities of Holdings and its Affiliates (other than the Acquired Entities) related to the businesses of the Acquired Entities that are of the type identified as current liabilities of Newco in the line-items contained in Exhibit I, whether incurred prior to, on or after the date hereof; provided that all such assigned and transferred current liabilities shall be current liabilities of NewCo for purposes of calculating Net Working Capital.