Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings As promptly as reasonably practicable after the date hereof but in any event no later than 30 days after the date hereof, Parent shall designate one of Appendix II-A and Appendix II-B to be the Restructuring Plan by delivering written notice of such designation to Buyer. From and after the delivery of the notice described in the preceding sentence, Parent shall use its reasonable best efforts to take, and shall cause its Affiliates to use reasonable best efforts to take, any and all actions necessary to effect the transactions contemplated by Section 2.02 through Section 2.06 and the other transactions detailed on the Restructuring Plan, including conveying, transferring, assigning and delivering any Transferred Asset or cause Assumed Liability from Parent or any of its Subsidiaries to any Acquired Company, conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability from any Acquired Company to Parent or any of its Subsidiaries (other than an Acquired Company), creating new Persons that will be takenAcquired Companies or changing the form of any Acquired Company, such actions as are necessary so that at the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing)case, and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be in a manner consistent with the structure Restructuring Plan (to the extent set forth in Exhibit B hereto. The the Restructuring Plan) (the Restructuring Plan and the foregoing transactions contemplated collectively, together with the actions set forth in Article 7 to be taken by this Section 5.4 are sometimes referred Parent or any of its Subsidiaries as of or prior to herein as the Closing, and after taking into account any amendments, modifications or deviations described in the next sentence, the “Restructuring Transactions”) as promptly as reasonably practicable; provided that Parent and its Affiliates shall not be required to effect any transaction detailed on the Restructuring Plan that would result in a violation of any Applicable Law. Further, Parent and its Affiliates may amend, modify and deviate from any of the Restructuring Transactions detailed in the Restructuring Plan so long as Parent and/or its Affiliates obtain Buyer’s prior written consent (email being sufficient) with respect to any such amendment, modification or deviation (such consent not to be unreasonably withheld, conditioned or delayed) and which consent shall be required for any such amendment, modification or deviation notwithstanding anything to the contrary contained in this Agreement. For clarity, it is understood and agreed (by way of example and not limitation) that it shall be reasonable for Buyer to withhold, condition or delay its consent with respect to any amendment, modification or deviation to or from the Restructuring Plan described on Section 2.07 of the Parent Disclosure Schedule. For the avoidance of doubt, any amendment, modification or deviation from the Restructuring Transactions detailed in the Restructuring Plan for which Buyer provides prior written consent shall not be considered a breach of this Section 2.07. (b) The Notwithstanding anything herein to the contrary, in no event shall any Person be required to take, effect or complete any action or transaction contemplated by the Restructuring Transactions shall be implemented (i) that requires the consent or approval of any other Person until such consent or approval has been received, or (ii) in a manner chronological order that is consistent with the steps differs from that set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faithRestructuring Plan. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings shall use its reasonable best efforts to take, or cause to be taken, such actions as are necessary so that at the Effective Time: (i) at the time of the Purchase and Sale, the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and Sale, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser in respect of such Limited Partnership Interests, directly or indirectly, to the Group Partnerships in exchange for a direct or indirect controlling interest and 30a 21% of the outstanding Class A units representing limited partner interests economic interest in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 5.5 are sometimes referred to herein as the “Restructuring Transactions”. (b) The Restructuring Transactions shall be implemented in a manner that is consistent with the steps set forth in the structure memorandum attached as Exhibit C hereto, except for deviations thereto (including to address a change in law) which would not reasonably be expected to have an adverse impact in more than an insignificant respect on the Seller, the Controlling Partnership Purchaser or the holders of the Seller Common Units or deviations consented to by the Seller, which consent shall not be unreasonably withheld or delayed. The Controlling Partnership Purchaser shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives, it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership Purchaser acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the parties may mutually agree.

Restructuring Transactions. (a) Holdings Prior to the Closing (but always subject to Section 2.7, Section 3.7, Section 3.8 and Section 3.9), B▇▇▇▇ H▇▇▇▇▇ shall, and shall use cause its reasonable best efforts Affiliates to, take the steps necessary to takeeffect and carry out, in all material respects, the Restructuring Transactions with respect to B▇▇▇▇ H▇▇▇▇▇ (including its Affiliates) and the Business in accordance with Schedule 6.2 and the principles in ARTICLE II (as may be amended, modified, updated, supplemented, or cause altered solely pursuant to be taken, such actions the express terms of this Agreement or as are necessary so that at agreed in writing between the Effective Time: (i) the Group Partnerships shall own, directly or indirectly, all of the Contributed Interests, (ii) upon the completion of the Purchase and SaleParties, the Purchaser shall contribute all of the Limited Partnership Interests and any assets of the Acquired Partnership distributed to the Purchaser “Reorganization Plan”), in each case (including in respect of such Limited Partnership Interestsany Deferred Actions) at B▇▇▇▇ H▇▇▇▇▇’▇ sole cost and expense, directly or indirectlyincluding any Taxes incurred in connection therewith, notwithstanding anything to the Group Partnerships contrary in exchange for a direct or indirect controlling interest and 30% of the outstanding Class A units representing limited partner interests in each of the Group Partnerships (it being understood that no Class A units that are permitted to be issued pursuant to Section 5.9(a)(iv)(C) shall be deemed outstanding for purposes of the foregoing), and (iii) upon the completion of the Purchase and Sale, the structure of the KKR Group shall be consistent with the structure set forth in Exhibit B hereto. The transactions contemplated by this Section 5.4 are sometimes referred to herein as the “Restructuring Transactions”any Foreign Transfer Agreements. (b) The Restructuring Transactions shall will be implemented effected (i) in a manner that is consistent accordance with the steps agreed principles, objectives and other provisions set forth in this Section 6.2, (ii) through the provision of services provided under any Ancillary Agreements (as applicable), and (iii) as set forth in the structure memorandum Reorganization Plan, which shall be implemented through the completion of the transactions generally described in the Reorganization Plan pursuant to customary short-form acquisition agreements, transfer agreements, assumption agreements or other similar instruments of sale as applicable and as may be required in a jurisdiction in which applicable Law or custom requires observance of specified formalities or procedures to legally effect the Restructuring Transactions (each a “Foreign Transfer Agreement”) on a country-by-country basis in substantially the forms attached hereto as Exhibit C heretoK; provided, except for deviations thereto that, (including y) the Parties shall cooperate in good faith to address identify such agreements and documents; and (z) B▇▇▇▇ H▇▇▇▇▇ shall prepare the Foreign Transfer Agreements, permit Cactus to review such Foreign Transfer Agreements and consider in good faith any reasonable comments provided by Cactus which shall be provided to B▇▇▇▇ H▇▇▇▇▇ within a change timely manner. Cactus shall not, and shall cause its Affiliates not to, delay the provision of any comments in law) accordance with this Section 6.2(b), which would impact the ability of B▇▇▇▇ H▇▇▇▇▇ and its Affiliates to implement the Restructuring Transactions in accordance with the Reorganization Plan. (c) For the avoidance of doubt and without prejudice to the rights of the Parties under this Agreement, (i) the Foreign Transfer Agreements shall not reasonably be expected to have an adverse impact in more than an insignificant respect any effect on the Sellervalue being given or received by B▇▇▇▇ H▇▇▇▇▇, the Controlling Partnership Company or Cactus, including the holders allocation of assets and Liabilities as between them, all of which shall be determined solely in accordance with this Agreement, and (ii) in the Seller Common Units event of any conflicts between any Foreign Transfer Agreement and this Agreement, the terms of this Agreement shall control in all respects. The Parties shall not, and shall cause their respective Affiliates not to, bring any Disputes or deviations consented to claim for any Action under any Foreign Transfer Agreement, it being agreed by the SellerParties that any such Dispute or claim for any Action shall be made under, subject to and in accordance with, the terms, conditions and provisions set forth in this Agreement. (d) Without the prior written consent of Cactus (which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Controlling Partnership shall consider in good faith any deviations to the steps (or methods of implementing the steps) set forth in Exhibit C requested by the Seller or its representatives), it being understood that the decision of whether or not to implement any such requested deviations or methods shall be in the sole determination of the Controlling Partnership acting in good faith. (c) In connection with the Restructuring Transactions, the Seller and KKR Management Holdings Corp. shall not make an election under Section 362(e)(2)(C) of the Code to reduce the tax basis in the Seller Common Units held by holders of Seller Common Units immediately before the Restructuring Transactions unless a majority of the Independent Directors, prior to the US Listing (as defined in the Investment Agreement) consent to such election in their sole discretion. Notwithstanding the foregoing, the Independent Directors shall consult in good faith with the Controlling Partnership about whether to make such an election. (d) At or prior to the Effective Time, the Controlling Partnership shall deliver to the Seller a certificate signed by a senior officer on behalf of each of the Controlling Partnership GP and the general partner of Holdings in form and substance reasonably satisfactory to the Seller certifying that each has performed in all material respects all obligations required to be performed by it under Section 5.4, Section 5.5, Section 5.6, Section 5.7 and Section 5.9 during the period from the Satisfaction Date to the Effective Time. The certificate shall be delivered at the offices of B▇▇▇▇ H▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPshall not be permitted to amend, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇modify, ▇▇▇ ▇▇▇▇update, ▇▇ ▇▇▇▇▇ supplement, alter or such other place waive any provisions of the Reorganization Plan or the Foreign Transfer Agreements (i) in a manner that would materially increase the Business Liabilities allocated to any specific member of the Company Group or materially alter the Business Assets that will be allocated to any specific member of the Company Group as of the parties may mutually agreeClosing, (ii) to contemplate the formation of any New Business Entity not previously contemplated by the Reorganization Plan, (iii) in a manner that would materially and adversely affect the Tax position of any member of the Company Group or Cactus in respect of the Cactus Membership Interests, (iv) in a manner that would materially and adversely affect the conduct of the Business or the operation of the Business Assets taken as a whole in the Ordinary Course following the Closing, or (v) after the date that is twenty (20) Business Days prior to Closing.