Common use of Peru Clause in Contracts

Peru. (a) Without limiting the generality of the foregoing provisions of this Agreement, and notwithstanding anything to the contrary in this Agreement, Purchaser shall, and shall cause its Subsidiaries to, take all steps necessary to obtain as soon as practicable the Required Regulatory Approvals and to consummate the transactions contemplated by this Agreement, including taking, accepting or otherwise engaging in any and all Actions of Divestiture requested by any Governmental Authority with respect to the Peruvian Acquired Company. (b) The parties agree that if, despite their compliance with all of their respective covenants and obligations contained in this Agreement, including Purchaser’s obligations set forth in Section 6.36(a), prior to or as of (i) the date of the Initial Closing or any Subsequent Closing in which the Sellers Equity Interests in ▇▇▇▇ Holdings or any successor Holding Company that includes the Peruvian Acquired Company will be sold to Purchaser or (ii) the Non-Transferred Company Determination Date with respect to the Peruvian Acquired Company, it is deemed by the parties acting in good faith that it is not reasonably likely to satisfy the conditions to closing set forth (A) in the case of the Initial Closing, in Sections 7.1(a) or (b), or (B) in the case of a Subsequent Closing, in Sections 7.4(a)(i) or (ii), Purchaser and Sellers agree that Sellers shall retain the Peruvian Acquired Company and promptly thereafter Sellers shall arrange for the orderly sale or other disposition of all or any portion of the capital stock or assets of the Peruvian Acquired Company to one or more Persons who are unaffiliated with Sellers. Any such sale or disposition made by Sellers is referred to as the “Alternative Peruvian Transaction.” Upon the completion of any such Alternative Peruvian Transaction, Sellers will determine the Net Proceeds received by Sellers in connection with such Alternative Peruvian Transaction, and then determine the shortfall or profit, if any, based upon the comparison of (i) the Sellers Allocated Payment, as adjusted in accordance with Section 2.4 (and assuming for purposes of such adjustment that a Closing with respect to the Peruvian Acquired Company had taken place on the Non-Transferred Company Determination Date) and (ii) such Net Proceeds (such shortfalls or profit, the “Peruvian Difference”), and shall provide a written statement setting forth such determination of the Peruvian Difference to Purchaser (a “Peruvian Difference Determination”). If the Peruvian Difference Determination reflects a shortfall, then, with ten (10) Business Days following Purchaser’s receipt of the Peruvian Difference Determination, Purchaser will pay to Sellers an amount equal to 100% of such shortfall. If the Peruvian Difference Determination reflects a profit, then, within ten (10) Business Days following Purchaser’s receipt of the Peruvian Acquired Determination, Sellers will pay to Purchaser 100% of such profit.

Peru. (a) Without limiting the generality of the foregoing provisions of this Agreement, and notwithstanding anything to the contrary in this Agreement, Purchaser shall, and shall cause its Subsidiaries to, take all steps necessary to obtain as soon as practicable the Required Regulatory Approvals and to consummate the transactions contemplated by this Agreement, including taking, accepting or otherwise engaging in any and all Actions of Divestiture requested by any Governmental Authority with respect to the Peruvian Acquired Company. (b) The parties agree that if, despite their compliance with all of their respective covenants and obligations contained in this Agreement, including Purchaser’s 's obligations set forth in Section SECTION 6.36(a), prior to or as of (i) the date of the Initial Closing or any Subsequent Closing in which the Sellers Equity Interests in ▇▇▇▇ Peck Holdings or any successor Holding Company that includes the Peruvian Peru▇▇▇▇ Acquired Company will be sold to Purchaser or (ii) the Non-Transferred Company Determination Date with respect to the Peruvian Acquired Company, it is deemed by the parties acting in good faith that it is not reasonably likely to satisfy the conditions to closing set forth (A) in the case of the Initial Closing, in Sections SECTIONS 7.1(a) or (b), or (B) in the case of a Subsequent Closing, in Sections SECTIONS 7.4(a)(i) or (ii), Purchaser and Sellers agree that Sellers shall retain the Peruvian Acquired Company and promptly thereafter Sellers shall arrange for the orderly sale or other disposition of all or any portion of the capital stock or assets of the Peruvian Acquired Company to one or more Persons who are unaffiliated with Sellers. Any such sale or disposition made by Sellers is referred to as the “Alternative Peruvian Transaction"ALTERNATIVE PERUVIAN TRANSACTION.” " Upon the completion of any such Alternative Peruvian Transaction, Sellers will determine the Net Proceeds received by Sellers in connection with such Alternative Peruvian Transaction, and then determine the shortfall or profit, if any, based upon the comparison of (i) the Sellers Allocated Payment, as adjusted in accordance with Section SECTION 2.4 (and assuming for purposes of such adjustment that a Closing with respect to the Peruvian Acquired Company had taken place on the Non-Transferred Company Determination Date) and (ii) such Net Proceeds (such shortfalls or profit, the “Peruvian Difference”"PERUVIAN DIFFERENCE"), and shall provide a written statement setting forth such determination of the Peruvian Difference to Purchaser (a “Peruvian Difference Determination”"PERUVIAN DIFFERENCE DETERMINATION"). If the Peruvian Difference Determination reflects a shortfall, then, with ten (10) Business Days following Purchaser’s 's receipt of the Peruvian Difference Determination, Purchaser will pay to Sellers an amount equal to 100% of such shortfall. If the Peruvian Difference Determination reflects a profit, then, within ten (10) Business Days following Purchaser’s 's receipt of the Peruvian Acquired Determination, Sellers will pay to Purchaser 100% of such profit.