Brazilian Restructuring Clause Samples
The "Brazilian Restructuring" clause defines the terms and procedures applicable if a party undergoes a restructuring process under Brazilian law. Typically, this clause outlines what constitutes a restructuring event, such as judicial reorganization or extrajudicial recovery, and details the rights and obligations of the parties if such an event occurs. For example, it may specify whether certain contractual obligations are suspended, modified, or accelerated in the event of a restructuring. The core function of this clause is to provide clarity and predictability for both parties in the event of financial distress, ensuring that the contract addresses the unique aspects of Brazilian insolvency proceedings.
Brazilian Restructuring. EII shall form a new, wholly owned ------------------------ Subsidiary, Energizer do Brasil, Ltda.("Energizer do Brasil"), a Brazilian corporation. ▇▇▇▇▇▇▇ Purina do Brasil Ltda.("RP do Brasil"), a Brazilian corporation, shall sell to Energizer do Brasil all of the Assets and Liabilities associated with its ownership and operation of the Battery Business in Brazil, other than external debt, all of which RP do Brasil shall retain. The purchase price shall be equal to the statutory net book value of such Business as of March 31, 2000, excluding such external debt. Prior to the Distribution Date, EII shall distribute to ▇▇▇▇▇▇▇ in the form of a dividend all of its stock interest in RP do Brasil. Prior to the Distribution, EII will also assign to Checkerboard Holding Company ("Checkerboard Holding"), a Delaware corporation, an intercompany note evidencing debt owed from RP do Brasil to EII.
Brazilian Restructuring. Agribrands shall form a new ------------------------ wholly-owned subsidiary, Newco Brazil, a Brazilian corporation. Agribrands shall contribute capital to Newco Brazil in an amount sufficient to purchase, and shall cause Newco Brazil to purchase, all of the assets and certain liabilities associated with the portion of the Agribusiness owned and conducted by Ralston Purina do Brasil, LTDA, a Brazi▇▇▇▇ ▇▇rporation, as set forth on Schedule 2.01(c). The purchase price shall be equal to the Fair Market Value of such assets.
Brazilian Restructuring. ▇▇▇▇▇▇▇ Purina do Brasil, LTDA, a ------------------------ Brazilian corporation, shall form a new wholly-owned subsidiary, Newco Brazil, and shall contribute all of the assets and certain liabilities associated with its ownership and operation of the Agribusiness to Newco Brazil. Agribrands shall purchase from ▇▇▇▇▇▇▇ Purina do Brasil the stock of Newco Brazil for cash in an amount equal to its Fair Market Value as set forth on Schedule 2.01(c).