Common use of Sole and Absolute Discretion; Cooperation Clause in Contracts

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the External Distribution, including the form, structure and terms of any transaction(s) or offering(s) to effect the External Distribution and the timing and conditions to the consummation of the External Distribution. In addition, Parent may, at any time and from time to time until the consummation of the External Distribution, modify or change the terms of the External Distribution, including by accelerating or delaying the timing of the consummation of all or part of the External Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the External Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) SpinCo shall cooperate with Parent to accomplish the External Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the External Distribution, including in respect of the registration under the Exchange Act of SpinCo Shares on the Form 10. Parent shall select any investment bank or manager in connection with the External Distribution, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting and other advisors for Parent. SpinCo and Parent, as the case may be, will provide to the Agent any information required in order to complete the External Distribution.

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the External Distribution, including the form, structure and terms of any transaction(s) or and/or offering(s) to effect the External Distribution and the timing and conditions to the consummation of the External Distribution. In addition, Parent may, at any time and from time to time until the consummation of the External Distribution, modify or change the terms of the External Distribution, including by accelerating or delaying the timing of the consummation of all or part of the External Distribution. Nothing herein shall in any way limit Parent’s right to terminate this Agreement or the External Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) GRP&E/BCS SpinCo shall cooperate with Parent to accomplish the External Distribution and shall, at Parent’s direction, promptly take any and all actions necessary or desirable to effect the External Distribution, including in respect of the registration under the Exchange Act of SpinCo GRP&E/BCS Shares on the Form 10. Parent shall select any investment bank or manager in connection with the External Distribution, as well as any financial printer, solicitation or and/or exchange agent and financial, legal, accounting and other advisors for Parent. GRP&E/BCS SpinCo and Parent, as the case may be, will provide to the Agent any information required in order to complete the External Distribution.