Means for Implementation Clause Samples
The "Means for Implementation" clause defines the methods, resources, or processes that a party must use to fulfill its obligations under an agreement. This may include specifying particular technologies, personnel, equipment, or procedures required to achieve the contract's objectives. For example, it might require the use of industry-standard tools or adherence to certain protocols. The core function of this clause is to ensure that both parties have a clear understanding of how contractual duties will be carried out, reducing ambiguity and minimizing the risk of disputes over performance expectations.
Means for Implementation. The Parties believe that prompt approval and confirmation by the Bankruptcy Court in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”) and consummation of the Plan will best facilitate the Restructuring and is in the best interests of the Debtors’ creditors, equity holders, and other parties in interest. Accordingly, to implement this Agreement, the Parties jointly and severally agree, on the terms and conditions set forth herein, that the Debtors shall use their commercially reasonable efforts to: 119429973.3
Means for Implementation. The Parties believe that prompt approval and confirmation by the Bankruptcy Court in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”) and consummation of the Plan will best facilitate the Restructuring and is in the best interests of the Debtors’ creditors, equity holders, and other parties in interest. Accordingly, to implement this Agreement, the Parties jointly and severally agree, on the terms and conditions set forth herein, that the Debtors shall use their commercially reasonable efforts to:
a. support and consummate, and take any and all reasonable and necessary actions in furtherance of the Restructuring, including satisfying the timeframe set forth in Paragraph 6(f)-(j);
Means for Implementation. (a) Non-Substantive Consolidation. The Plan is a joint plan that does not provide for substantive consolidation of the Debtors’ Estates, and on the Effective Date, the Debtors’ Estates shall not be deemed to be substantively consolidated for purposes hereof. Except as specifically set forth in the Plan, nothing in the Plan shall constitute or be deemed to constitute an admission that any one of the Debtors is subject to or liable for any claim against any other Debtor. Additionally, claimants holding Claims and Interests against multiple Debtors, to the extent Allowed in each Debtor’s Chapter 11 Case, will be treated as holding a separate Claim or separate Interest, as applicable, against each Debtor’s Estate, provided, however, that no holder of an Allowed Claim shall be entitled to receive more than payment in full of such Allowed Claim (plus postpetition interest, if and to the extent provided in the Plan), and such Claims will be administered and treated in the manner provided in the Plan. (b) Plan Funding Transaction. On the Effective Date, subject to the terms and conditions set forth in the Plan Funding Agreement and the Implementation Memorandum and in exchange for New Common Stock in the Plan Investor and the other obligations of the Plan Investor under the Plan Funding Agreement and the Plan, Aegerion shall sell to the Plan Investor or its assignee as may be permitted pursuant to the Plan Funding Agreement one hundred percent (100%) of the New Equity Interests in reorganized Aegerion. From and after the Effective Date, the Plan Investor and/or any permitted assignee shall directly and indirectly own the Reorganized Debtors. The transfer of the New Equity Interests to the Plan Investor, and any and all action to be taken in connection therewith, shall be authorized without the need for any further board, corporate or shareholder action. (c)
Means for Implementation. 47 Executory Contracts and Unexpired Leases. ...................................................54 Binding Effect. .................................................................................................57 Discharge of Claims Against and Interests in the Debtors. .............................57 Term of Pre-Confirmation Injunctions or Stays. .............................................58 Injunction Against Interference with the Plan. ................................................58 Injunction. ........................................................................................................58 Releases............................................................................................................59 Exculpation and Limitation of Liability. .........................................................61 Injunction Related to Releases and Exculpation..............................................62 Retention of Causes of Action/Reservation of Rights. ....................................62 Indemnification Obligations. ...........................................................................62 6.7. 6.8. 6.9. 6.10. 6.11. 6.12. 6.13. 6.14. 6.15. 6.16. 6.17. 6.18. i
Means for Implementation