Future Restructuring Clause Samples
The Future Restructuring clause outlines the parties' rights and obligations in the event that one party undergoes a significant organizational change, such as a merger, acquisition, or corporate restructuring, after the agreement is signed. Typically, this clause specifies how such changes affect the agreement, including whether the contract remains binding on successor entities or if certain rights or obligations may be renegotiated or terminated. Its core practical function is to provide certainty and continuity for both parties by addressing how the agreement will be handled if a restructuring occurs, thereby reducing the risk of disputes or unintended consequences.
Future Restructuring. Without limiting the generality of Section 9.7.1 hereof and in addition thereto, at any time prior to the Securitization of the entire Loan, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrowers to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan to any Mezzanine Loan or one or more additional mezzanine loans (each, a “New Mezzanine Loan”) to the owners of the direct and/or indirect equity interests in Borrowers, secured by a pledge of such interests, and/or the reallocation of a portion of the Mezzanine Loan to the Loan and/or any New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mezzanine Loan and any New Mezzanine Loan and the payment of the Loan, the Mezzanine Loan and any New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total amounts of the Loan, the Mezzanine Loan and all New Mezzanine Loans shall equal the amount of the Loan and the Mezzanine Loan, and (iii) except in the case of an Event of Default under, or a prepayment of, the Loan, the Mezzanine Loan and/or any New Mezzanine Loan, the debt service payments on the Loan, the Mezzanine Loan and all New Mezzanine Loans shall equal the debt service payments which would have been payable under the Loan and the Mezzanine Loan had the restructuring not occurred. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and the Mezzanine Loan and create any New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (A) execute and deliver such documents or cause each Mezzanine Borrower to execute such documents, including in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement, and a mezzanine deposit account agreement, (B) cause Borrowers’ counsel to deliver such legal opinions, and (C) create such bankruptcy remote borrower under each New Mezzanine Loan as, in each of the case of clauses (A...
Future Restructuring. Borrower hereby agrees to cooperate reasonably with Lender in any restructuring by Lender, or an Affiliate thereof, of the Loan, including, without limitation, the division of the Loan into two or more tranches or components, in order to access the capital markets. Such cooperation shall include the execution and delivery by Borrower of amendments, modifications or supplements to any Loan Document as requested by Lender that would not otherwise amend modify or supplement the terms hereof in a manner that would render such terms and conditions less favorable to Borrower, provided, that Borrower shall not be liable to Lender or any Transferee thereof or any Affiliate thereof for any such Person's costs and expenses incurred in connection therewith.
Future Restructuring. 35 SECTION 7.17.
Future Restructuring. Following the execution and delivery of this Agreement, each of the Parties hereto will co-operate reasonably with the other Parties hereto (following receipt by a Party of appropriate legal, accounting, or tax advice), in implementing any recommended changes or adjustments to this Agreement, or to the structure or terms of the Royalty, provided that such changes or adjustments have no adverse impact on the non-proposing party and that the costs of such adjustments shall be paid for by the proposing party.