Form of Transaction. If after the execution hereof, Vision 21 determines that the ownership of the Nonmedical Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Physician at Closing for all reasonable additional expenses incurred by the Company and the Physician as a result of such change in form.
Form of Transaction. The Transaction shall be effectuated through prepackaged jointly administered voluntary cases to be commenced by the Company (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) that shall contemplate a chapter 11 plan of reorganization that is consistent in all material respects with the terms and conditions of the Plan.
Form of Transaction. The Sellers, Parent and Purchaser hereby agree that the acquisition of the Purchased Assets pursuant to this Agreement is intended to be treated as a taxable transaction for U.S. federal income tax purposes. The Sellers, Parent and Purchaser hereby further agree to continue to review the relevant information of the Sellers and to discuss the acquisition structure. If the Parent and Purchaser desire to modify the structure of the acquisition of the Purchased Assets pursuant to this Agreement, the structure of such acquisition and this Agreement shall be accordingly modified subject to the consent of the Sellers, which consent shall not be unreasonably withheld or delayed.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Nonmedical Assets of the Company and the Partnership can be better achieved through a different form of transaction without economic injury to the Company or the Physician, or delay of the consummation of the transaction, the Company and the Physician shall cooperate (and the Company shall use its best efforts to cause the Partnership to cooperate) in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company, the Partnership and the Physician at Closing for all reasonable additional expenses incurred by the Company, the Partnership and the Physician as a result of such change in form.
Form of Transaction. The parties acknowledge that this transaction is structured as a sale of individual properties. However, provided that such action shall be acceptable to the holders of the Assumable Debt, and such action shall in no manner materially delay or interfere with the Closing, Buyer may, by delivery of written notice to Sellers at any time prior to the expiration of the Review Period, elect to acquire all of the beneficial ownership interests in REMIC, KPT Mortgage and/or Smithfield, in which event Buyer and Sellers agree within five (5) Business Days following such election to enter into an amendment to this Agreement setting forth such modifications as are reasonably necessary or appropriate in order to effect a portion of the transactions contemplated hereby as the purchase of one or more entities in addition to the direct purchase of the remaining Properties.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Shareholder, or delay of the consummation of the transaction, the Company and the Shareholder shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Shareholder at Closing for all reasonable additional expenses incurred by the Company and the Shareholder as a result of such change in form.
Form of Transaction. If after the execution hereof, Vision 21 determines that the sale of the Non-optometric Assets of the Company can be better achieved through a different form of transaction without economic injury to the Company or the Optometrist, or delay of the consummation of the transaction, the Company and the Optometrist shall cooperate in revising the structure of the transaction and shall negotiate in good faith to so amend this Agreement; provided, that Vision 21 shall reimburse the Company and the Optometrist at Closing for all reasonable additional expenses incurred by the Company and the Optometrist as a result of such change in form.
Form of Transaction. The transfer of the Purchased and Contributed Assets described in Section 1.1(b) shall be deemed to have occurred as follows: (i) Old BCS shall have sold to New BCS an undivided interest in 51% of the Purchased and Contributed Assets in a taxable transaction, in exchange for the Formation Payment, the Earnout Payments and the assumption of 51% of the Assumed Liabilities, and (ii) Old BCS shall have contributed to New BCS an undivided interest in the remaining 49% of the Purchased and Contributed Assets, in a tax-free contribution under Section 721 of the Code, in exchange for a 49% membership interest in New BCS represented by 490 Units and the assumption of the remaining 49% portion of the Assumed Liabilities not assumed pursuant to clause (i). The Parties agree to treat the transaction contemplated by this Agreement on their respective federal income tax returns in a manner that is consistent with the foregoing. In applying Section 704(c) of the Code to the contribution described in clause (ii) above, New BCS shall use the “traditional method” (within the meaning of Treasury Regulation Section 1.704-3(b)). No Party has relied on any other Party for any tax advice related to the transaction contemplated by this Agreement.
Form of Transaction. Target agrees and acknowledges that without limitation of Target’s obligations hereunder in respect of the Arrangement, Parent shall have the right, in its sole discretion, to make directly or through one or more subsidiaries an offer (a “Contemporaneous Offer”) by means of take-over bid circular to Target Securityholders to acquire the outstanding Target Securities (or any of them) and the obligations of Target hereunder to co-operate with Parent in connection therewith (including without limitation those set forth in Article 8) shall apply to such Contemporaneous Offer provided the consideration offered is not less than is provided in Section 2.3(a).
Form of Transaction. In addition to a purchase and sale agreement for the Transmission Sale ("Purchase and Sale Agreement"), the Purchaser and Utility would enter into certain related agreements as part of the transaction (" Related Agreements"). These would include the following: O&M Agreement -- Pursuant to which the Purchaser, as the owner, shall have the right to make decisions commensurate with such interest, including the decisions to make upgrades and to establish budgets. In addition, pursuant to the O&M Agreement, Utility will provide operations and maintenance including routine planning and engineering on a non-exclusive basis, ordinary repairs and billing and collections services for a minimum term of three (3) years with renewal options exercisable by the Purchaser on commercially reasonable terms. Utility would be compensated through a fee to be negotiated. For work not included in the fee, Utility's charges will be determined in accordance with the O&M Agreement subject to audit by the Purchaser. The Purchaser will be responsible for the costs of all capital improvements. It is the intention of the Parties that the O&M Agreement be structured so that improvements thereunder can be financed by tax-exempt bonds to the extent reasonably practicable. Transmission Service Agreements -- Pursuant to which the Purchaser will agree to provide Utility with nondiscriminatory transmission service for its URG and will further agree to provide nondiscriminatory transmission service for other power being delivered to Parent (or its subsidiaries), Utility or their respective customers. Such agreement will also provide Parent with nondiscriminatory rights to interconnect Parent's (or its subsidiaries') new generation plants, whether sited in the U.S. or in Mexico, to the transmission grid transferred by Utility to Purchaser pursuant hereto.
