Common use of TRANSACTIONS PRIOR TO THE CLOSING Clause in Contracts

TRANSACTIONS PRIOR TO THE CLOSING. Subject to the terms and conditions hereof, prior to the Closing: (a) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on Citigroup or, after the Closing, the Company, Citigroup shall or shall cause its Affiliates to carry out a reorganization (the “Citigroup Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the Citigroup Contributed Assets (including the Citigroup Contributed Equity Interests) and the Citigroup Contributed Liabilities shall be transferred to and acquired by the Company; provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, Citigroup would have an obligation to fully indemnify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company Entities and the other indemnified parties hereunder, the Citigroup Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the Citigroup Contributed Assets and the Citigroup Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, (ii) without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (not to be unreasonably withheld or delayed), neither Citigroup nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any Citigroup Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, or (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (b) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or, after the Closing, the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall or shall cause its Affiliates to carry out a reorganization (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Assets (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Equity Interests) and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Liabilities shall be transferred to and acquired by the Company, provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ would have an obligation to fully indemnify Citigroup, the Company Entities and the other indemnified parties hereunder, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Assets and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, (ii) without the prior written consent of Citigroup (not to be unreasonably withheld), neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, and (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not take any action that would cause the Company to be treated as a corporation for federal income tax purposes. (d) Between the date hereof and the Closing, the Parties shall cooperate to evaluate whether it would be beneficial to transfer certain or all of the Contributed Subsidiaries that are organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, to a jointly-owned holding company that is treated as a foreign partnership or foreign corporation for federal income tax purposes; provided that, for the avoidance of doubt, this Section 2.2(d) shall not obligate either Party to make any such transfer unless such Party expressly agrees to such a transfer. (e) Except with respect to Bank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ or as otherwise agreed in connection with a structure to be implemented pursuant to Section 2.2(d), the Parties shall use commercially reasonable efforts to effect the transfer of each Contributed Subsidiary that is organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, such that, immediately after the transfer of such Contributed Subsidiary to the Company, such Contributed Subsidiary is treated as a “disregarded entity” for federal income tax purposes.

TRANSACTIONS PRIOR TO THE CLOSING. Subject to the terms and conditions hereof, prior to Closing, the ClosingSelf-Clearing Date(s) or the Delayed Contribution Date(s), as applicable: (a) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on Citigroup or, after the Closing, the Company, Citigroup shall or shall cause its Affiliates to carry out a reorganization (the “Citigroup Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the Citigroup Contributed Introducing Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Introducing Assets) and the Citigroup Contributed Introducing Liabilities shall be transferred to and acquired by the CompanyCompany or a Company Entity at the Closing, the Citigroup Self-Clearing Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Self-Clearing Assets) and the Citigroup Self-Clearing Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Self-Clearing Date(s), and the Citigroup Delayed Contribution Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Delayed Contribution Assets) and the Citigroup Delayed Contribution Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Delayed Contribution Date(s); provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, Citigroup would have an obligation to fully indemnify ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇, the Company Entities and the other indemnified parties hereunder, the Citigroup Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the Citigroup Contributed Assets and the Citigroup Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated herebyhereby (including the Citigroup Delayed Distribution Assets and Citigroup Delayed Distribution Liabilities), (ii) without the prior written consent of ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ (not to be unreasonably withheld or delayed), except for the entities set forth on Schedule 2.2(a), neither Citigroup nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any Citigroup Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to its transfer to the ClosingCompany, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, or (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (b) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ or, after the Closing, the Company, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall or shall cause its Affiliates to carry out a reorganization (the “▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇Introducing Assets (including the M▇▇▇▇▇ Contributed Assets (including the ▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Equity Interests) and the , if any, that are M▇▇▇▇▇ S▇▇▇▇▇▇ Introducing Assets) and the M▇▇▇▇▇ S▇▇▇▇▇▇ Contributed Introducing Liabilities shall be transferred to and acquired by the CompanyCompany or a Company Entity at the Closing, the M▇▇▇▇▇ S▇▇▇▇▇▇ Self-Clearing Assets (including the M▇▇▇▇▇ S▇▇▇▇▇▇ Contributed Equity Interests, if any, that are M▇▇▇▇▇ S▇▇▇▇▇▇ Self-Clearing Assets) and the M▇▇▇▇▇ S▇▇▇▇▇▇ Self-Clearing Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Self-Clearing Date(s), and the M▇▇▇▇▇ S▇▇▇▇▇▇ Delayed Contribution Assets (including the M▇▇▇▇▇ S▇▇▇▇▇▇ Contributed Equity Interests, if any, that are M▇▇▇▇▇ S▇▇▇▇▇▇ Delayed Contribution Assets) and the M▇▇▇▇▇ S▇▇▇▇▇▇ Delayed Contribution Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Delayed Contribution Date(s); provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ would have an obligation to fully indemnify Citigroup, the Company Entities and the other indemnified parties hereunder, the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Assets and the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated herebyhereby (including the M▇▇▇▇▇ S▇▇▇▇▇▇ Delayed Distribution Assets and M▇▇▇▇▇ S▇▇▇▇▇▇ Delayed Distribution Liabilities), (ii) without the prior written consent of Citigroup (not to be unreasonably withheld), except for the entities set forth on Schedule 2.2(b), neither ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to its transfer to the ClosingCompany, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, and (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (c) ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not take any action that would cause the Company to be treated as a corporation for federal income tax purposes. (d) Between the date hereof and the Closing, the Parties shall cooperate to evaluate whether it would be beneficial to transfer certain or all of the Contributed Subsidiaries that are organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, to a jointly-owned holding company that is treated as a foreign partnership or foreign corporation for federal income tax purposes; provided that, for the avoidance of doubt, this Section 2.2(d) shall not obligate either Party to make any such transfer unless such Party expressly agrees to such a transfer. (e) Except with respect to Bank ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ ▇▇ or as otherwise agreed in connection with a structure to be implemented pursuant to Section 2.2(d), the Parties shall use commercially reasonable efforts to effect the transfer of each Contributed Subsidiary that is organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, such that, immediately after the transfer of such Contributed Subsidiary to the Company, such Contributed Subsidiary is treated as a “disregarded entity” for federal income tax purposes.

TRANSACTIONS PRIOR TO THE CLOSING. Subject to the terms and conditions hereof, prior to Closing, the ClosingSelf-Clearing Date(s) or the Delayed Contribution Date(s), as applicable: (a) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on Citigroup or, after the Closing, the Company, Citigroup shall or shall cause its Affiliates to carry out a reorganization (the “Citigroup Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the Citigroup Contributed Introducing Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Introducing Assets) and the Citigroup Contributed Introducing Liabilities shall be transferred to and acquired by the CompanyCompany or a Company Entity at the Closing, the Citigroup Self-Clearing Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Self-Clearing Assets) and the Citigroup Self-Clearing Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Self-Clearing Date(s), and the Citigroup Delayed Contribution Assets (including the Citigroup Contributed Equity Interests, if any, that are Citigroup Delayed Contribution Assets) and the Citigroup Delayed Contribution Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Delayed Contribution Date(s); provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, Citigroup would have an obligation to fully indemnify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Company Entities and the other indemnified parties hereunder, the Citigroup Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the Citigroup Contributed Assets and the Citigroup Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated herebyhereby (including the Citigroup Delayed Distribution Assets and Citigroup Delayed Distribution Liabilities), (ii) without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (not to be unreasonably withheld or delayed), except for the entities set forth on Schedule 2.2(a), neither Citigroup nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any Citigroup Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to its transfer to the ClosingCompany, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, or (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (b) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or, after the Closing, the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall or shall cause its Affiliates to carry out a reorganization (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Introducing Assets (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Equity Interests, if any, that are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Introducing Assets) and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Introducing Liabilities shall be transferred to and acquired by the CompanyCompany or a Company Entity at the Closing, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Self-Clearing Assets (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Equity Interests, if any, that are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Self-Clearing Assets) and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Self-Clearing Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Self-Clearing Date(s), and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Delayed Contribution Assets (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Equity Interests, if any, that are ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Delayed Contribution Assets) and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Delayed Contribution Liabilities shall be transferred to and acquired by the Company or a Company Entity at the Delayed Contribution Date(s); provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ would have an obligation to fully indemnify Citigroup, the Company Entities and the other indemnified parties hereunder, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Assets and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated herebyhereby (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Delayed Distribution Assets and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Delayed Distribution Liabilities), (ii) without the prior written consent of Citigroup (not to be unreasonably withheld), except for the entities set forth on Schedule 2.2(b), neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to its transfer to the ClosingCompany, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, and (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not take any action that would cause the Company to be treated as a corporation for federal income tax purposes. (d) Between the date hereof and the Closing, the Parties shall cooperate to evaluate whether it would be beneficial to transfer certain or all of the Contributed Subsidiaries that are organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, to a jointly-owned holding company that is treated as a foreign partnership or foreign corporation for federal income tax purposes; provided that, for the avoidance of doubt, this Section 2.2(d) shall not obligate either Party to make any such transfer unless such Party expressly agrees to such a transfer. (e) Except with respect to Bank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ or as otherwise agreed in connection with a structure to be implemented pursuant to Section 2.2(d), the Parties shall use commercially reasonable efforts to effect the transfer of each Contributed Subsidiary that is organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, such that, immediately after the transfer of such Contributed Subsidiary to the Company, such Contributed Subsidiary is treated as a “disregarded entity” for federal income tax purposes.

TRANSACTIONS PRIOR TO THE CLOSING. Subject to the terms and conditions hereof, prior to the Closing: (a) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on Citigroup or, after the Closing, the Company, Citigroup shall or shall cause its Affiliates to carry out a reorganization (the “Citigroup Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the Citigroup Contributed Assets (including the Citigroup Contributed Equity Interests) and the Citigroup Contributed Liabilities shall be transferred to and acquired by the Company; provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, Citigroup would have an obligation to fully indemnify ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇, the Company Entities and the other indemnified parties hereunder, the Citigroup Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the Citigroup Contributed Assets and the Citigroup Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, (ii) without the prior written consent of ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ (not to be unreasonably withheld or delayed), neither Citigroup nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any Citigroup Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, or (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (b) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ or, after the Closing, the Company, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall or shall cause its Affiliates to carry out a reorganization (the “▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Assets (including the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Equity Interests) and the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Liabilities shall be transferred to and acquired by the Company, provided that, (i) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ would have an obligation to fully indemnify Citigroup, the Company Entities and the other indemnified parties hereunder, the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Assets and the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, (ii) without the prior written consent of Citigroup (not to be unreasonably withheld), neither ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ nor any of its Affiliates shall transfer to the Company, directly or indirectly, (A) any ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, and (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (c) ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not take any action that would cause the Company to be treated as a corporation for federal income tax purposes. (d) Between the date hereof and the Closing, the Parties shall cooperate to evaluate whether it would be beneficial to transfer certain or all of the Contributed Subsidiaries that are organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, to a jointly-owned holding company that is treated as a foreign partnership or foreign corporation for federal income tax purposes; provided that, for the avoidance of doubt, this Section 2.2(d) shall not obligate either Party to make any such transfer unless such Party expressly agrees to such a transfer. (e) Except with respect to Bank ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ ▇▇ or as otherwise agreed in connection with a structure to be implemented pursuant to Section 2.2(d), the Parties shall use commercially reasonable efforts to effect the transfer of each Contributed Subsidiary that is organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, such that, immediately after the transfer of such Contributed Subsidiary to the Company, such Contributed Subsidiary is treated as a “disregarded entity” for federal income tax purposes.

TRANSACTIONS PRIOR TO THE CLOSING. Subject to the terms and conditions hereof, prior to the Closing: (a) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on Citigroup or, after the Closing, the Company, Citigroup Wachovia shall or shall cause its Affiliates to carry out a reorganization (the “Citigroup Reorganization”) reorganization, as further described in Schedule 2.2(a), such that pursuant thereto and upon completion thereof, subject to Section 4.3(f), (i) the Citigroup Wachovia Contributed Assets (including the Citigroup Contributed Equity Interests) and the Citigroup Contributed Liabilities Business shall be transferred to and acquired by the Company; provided thatWachovia Contributed Subsidiaries, to the extent not already conducted or owned by the Wachovia Contributed Subsidiaries, and any Wachovia Excluded Businesses that were conducted therein shall be transferred to and acquired by one or more Wachovia Entities, (iii) the Wachovia Contributed Subsidiaries shall be converted into limited liability companies (or other disregarded entities for U.S. federal income tax purposes) with limited liability company operating agreements (or comparable organizational documents) in form and substance reasonably satisfactory to the Parties, (iii) the Wachovia Contributed Subsidiaries shall own and be obligated in respect of all of the Wachovia Contributed Assets and the Wachovia Contributed Liabilities, respectively, (iv) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, Citigroup Wachovia would have an obligation to fully indemnify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Prudential and the Company Entities and the other indemnified parties hereunder, the Citigroup Wachovia Contributed Subsidiaries shall not own or be obligated in respect of any assets or liabilities other than the Citigroup Wachovia Contributed Assets and the Citigroup Wachovia Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, (iiv) without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (not to be unreasonably withheld or delayed), neither Citigroup nor any of its Affiliates Initial Wachovia Member shall transfer to the Companyown, directly or indirectly, all of the issued and outstanding limited liability company interests (Aor other equity interests) any Citigroup of the Wachovia Contributed Subsidiaries, and (vi) all intercompany Tax accounts, if any, of each Wachovia Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, shall have been settled by it or by Wachovia on its behalf (B) any entity that, at any time prior to all of the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer foregoing actions described in this clause (B) if Section 2.2(a), collectively, the aggregate fair market value of all entities described in this clause (B) does not exceed $50 million, or (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States"Wachovia Reorganization"). (b) Subject to the receipt of all necessary Governmental Approvals the failure of which to obtain would reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ orPrudential shall, after the Closing, the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall or shall cause its Affiliates to carry out a reorganization (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Reorganization”) such that pursuant thereto and upon completion thereof, subject to Section 4.3(fas further described in Schedule 2.2(b), (i) cause all Prudential Excluded Assets and Prudential Excluded Liabilities owned by, and all Prudential Excluded Businesses conducted by, each of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prudential Contributed Assets (including the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Equity Interests) and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Liabilities shall Subsidiaries or to which they are subject, to be transferred to and acquired and assumed by the Company, provided thatone or more Prudential Entities, (iii) cause each of the Prudential Contributed Subsidiaries (except as set forth on Schedule 4.2(b)) to be converted into entities which are disregarded entities for U.S. federal income tax purposes with limited liability company operating agreements (or comparable organizational documents) in form and substance reasonably satisfactory to the Parties, (iii) except for assets or liabilities that may not be extracted, assigned or removed as a matter of Law, and for which, in the case of liabilities, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prudential would have an obligation to fully indemnify Citigroup, Wachovia and the Company Entities and the other indemnified parties hereunder, cause the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prudential Contributed Subsidiaries shall not to neither own or nor be obligated in respect of any assets or liabilities other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prudential Contributed Assets and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prudential Contributed Liabilities and such as may arise pursuant to, or as may be permitted by, this Agreement and the transactions contemplated hereby, and (iiiv) without the prior written consent cause all intercompany Tax accounts, if any, of Citigroup (not each Prudential Contributed Subsidiary to be unreasonably withheld), neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any settled by it or by Prudential on its behalf (all of its Affiliates shall transfer to the Company, directly or indirectly, (A) any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiary that is characterized, for federal income tax purposes, as a domestic corporation, (B) any entity that, at any time prior to the Closing, was a member of a consolidated federal income tax return group (or any successor to such entity by reason of a conversion or merger of such entity), provided that no consent shall be required with respect to any transfer foregoing actions described in this clause (B) if the aggregate fair market value of all entities described in this clause (B) does not exceed $50 millionSection 2.2(b), and (C) any entity that is characterized, for federal income tax purposes, as a foreign corporation and conducts a trade or business within the United States. (c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not take any action that would cause the Company to be treated as a corporation for federal income tax purposes. (d) Between the date hereof and the Closingcollectively, the Parties shall cooperate to evaluate whether it would be beneficial to transfer certain or all of the Contributed Subsidiaries that are organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, to a jointly"Prudential Pre-owned holding company that is treated as a foreign partnership or foreign corporation for federal income tax purposes; provided that, for the avoidance of doubt, this Section 2.2(d) shall not obligate either Party to make any such transfer unless such Party expressly agrees to such a transferClosing Conversion"). (e) Except with respect to Bank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ or as otherwise agreed in connection with a structure to be implemented pursuant to Section 2.2(d), the Parties shall use commercially reasonable efforts to effect the transfer of each Contributed Subsidiary that is organized under the Laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, such that, immediately after the transfer of such Contributed Subsidiary to the Company, such Contributed Subsidiary is treated as a “disregarded entity” for federal income tax purposes.