Restructuring Activities Sample Clauses
Restructuring Activities. Notwithstanding anything to the contrary herein, on or prior to the Closing Date, Seller shall use commercially reasonable efforts to perform restructuring activities to effect the separation of the Business from Seller’s other businesses on or prior to the Closing, which activities are described on Schedule 2.7 of the Disclosure Letter (as amended from time to time in accordance with this Section 2.7, the “Restructuring Activities”). From time to time after the Agreement Date and prior to the Closing, Seller shall be permitted to amend such Schedule 2.7 of the Disclosure Letter so long as such amendment is necessary to (a) comply with applicable Laws, and/or (b) secure the Consent of a Governmental Authority necessary to consummate any of the transactions contemplated by this Agreement, and/or (c) add transfers of Business Cash, Excluded Assets or Excluded Liabilities from the Purchased Entities to Seller or an Affiliate of Seller (other than a Purchased Entity) by dividend, distribution, sale, payment of intercompany advances or Indebtedness, or other transfer; provided, however, that any such amendment shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Schedule 2.7 of the Disclosure Letter may designate one or more of the Restructuring Activities to be completed after the Closing (the “Post-Closing Restructuring Activities” ), and Buyer and Seller will use commercially reasonable efforts to implement the Post-Closing Restructuring Activities after the Closing Date at the sole cost and expense of Seller, with the exception of Transfer Taxes which shall be allocated pursuant to Section 6.8(b).
Restructuring Activities. (a) In relation to the restructuring of any Retail Debtor's NPE or NPF, the Servicer shall:
(i) collect appropriate documentation and information from the debtor in order to assess financial standing and viability;
(ii) perform data validation and completeness checks on the data and other information received from the debtor or the Issuer and/or other sources to enable assessment of potential restructuring solutions;
(iii) communicate, meet or interview with debtors in order to discuss and offer restructuring and recovery solutions and provide clarification to debtors regarding the proposed restructuring solutions;
(iv) negotiate with Retail Debtors as to the appropriate recovery solution based on the Operating Manual;
(v) assess and approve the restructuring solution in accordance with the relevant policy and the Decision Making Framework;
(vi) where required, prepare credit proposals in accordance with the Decision Making Framework;
(vii) prepare restructuring/recovery proposals and any required agreements in connection with the same;
(viii) execute required contractual documentation on behalf of the Issuer through the Power of Attorney and carry out of the procedures necessary in order for the debtor to sign any required agreements; and
(ix) perform activities and provide relevant information for the implementation of restructuring agreement in the relevant systems.
Restructuring Activities. Prior to the Closing, Seller shall, and shall cause its controlled Affiliates to, complete the restructuring activities provided in the step-plan set forth on Section 5.14 of the Disclosure Schedule (the “Restructuring Activities”), which may be revised by Seller upon prior written notice to Purchaser. Seller shall provide drafts of the legal documentation to implement the Restructuring Activities relating solely to the Purchased Entities a reasonable period prior to execution thereof and consider in good faith any comments of Purchaser thereto. Following completion of the Restructuring Activities, Seller shall promptly provide Purchaser with such documentation reasonably demonstrating the completion of the Restructuring Activities. Seller shall be responsible for, and shall pay, all costs, Liabilities and expenses related to or arising out of the Restructuring Activities.
Restructuring Activities. Prior to the Closing, Seller shall, and shall cause its Subsidiaries to complete the restructuring activities provided in the steps set forth on Section 5.12 of the Disclosure Schedule (the “Restructuring Activities”), pursuant to the agreements, documents or other instruments reasonably acceptable to Purchaser, to the extent relating to the Purchased Assets or the Purchased Entities. Following completion of the Restructuring Activities, Seller shall promptly provide Purchaser with documentation reasonably demonstrating the completion of the Restructuring Activities, to the extent relating to the Purchased Assets or the Purchased Entities. Seller shall be responsible for, and shall pay, all costs and expenses related to the Restructuring Activities.
Restructuring Activities. The restructuring activities set forth on Schedule 4.2 shall have been completed.
Restructuring Activities. The restructuring activities ------------------------ set forth on Schedule 4.2 shall have been completed. ------------
Restructuring Activities. In 2019, our management approved and initiated a plan to restructure our operations resulting in certain management, facility and organizational changes. During the three months ended March 31, 2020, we expensed costs of approximately $2.8 million associated with restructuring activities. These activities consisted primarily of employee-related costs and consulting costs in support of the project. These costs are included within the General and administrative caption on the unaudited condensed consolidated statement of operations. As of March 31, 2020, the components of our restructuring plan are as follows: • Employee-related costs — We reorganized our workforce and eliminated redundant or unneeded positions. In connection with the workforce restructuring, we expect to incur severance, benefits and other employee related costs of approximately $4.1 million over the next nine months following March 31, 2020. During the three months ended March 31, 2020, we expensed approximately $1.9 million primarily related to severance, redundant salaries, certain bonuses and other employee benefits in connection with our plan. As of March 31, 2020, cash payments were made of approximately $2.1 million and we had approximately $2.4 million included in the Other current liabilities caption on the unaudited condensed consolidated balance sheets for these costs, which we expect to pay over the remainder of the year. • Consultants — We engaged third-party consulting firms to assist in the evaluation of the Partnership’s cost structure, to help formulate the plan to implement the project, and to provide project management services for certain project initiatives. During the three months ended March 31, 2020, we expensed approximately $0.9 million related to these services. As of March 31, 2020, cash payments of approximately $1.1 million were made and we had approximately $0.4 million included in the Other current liabilities caption on the unaudited condensed consolidated balance sheets for these costs, which we expect to pay over the remainder of the year. We expect to incur an additional $0.2 million related to consulting costs to be incurred over the next nine months following March 31, 2020.
Restructuring Activities. With respect to any cost restructuring activities conducted by either Party in respect of the activities contemplated by this Agreement, the principles set forth in this paragraph 1.5 shall apply. With respect to any changes to operations at the Seller Facility that directly impact the total Conversion Costs with respect to the Seller Facility, the Buyer shall be allocated cost changes that are the result of restructuring activities affecting production of the Product and Seller shall be allocated cost changes that are the result of restructuring activities affecting production of all other products. Each Party shall be responsible for its respective restructuring costs (it being understood that each Party shall proportionately share in any costs and benefits of any shared restructuring costs). The Parties acknowledge and agree that any adjustments made to costs for any changes to operations shall reflect actual decreases in the total plant conversion cost pool and not reallocations of costs between the Parties. The baseline from which any restructuring activity or significant change in operations and costs under this paragraph 1.5 will be operations for the year 2013. The Governance Board shall be responsible for oversight of each Party’s restructuring activities in accordance with the principles set forth in this paragraph 1.5.
Restructuring Activities. 1 SCHEDULE 1.7(b) ACCOUNTING POLICIES AND PROCEDURES.............................2 SCHEDULE 1.9 PURCHASE PRICE ALLOCATION......................................3 SCHEDULE 2.1 ORGANIZATION AND STANDING......................................4 SCHEDULE 2.3 OWNERSHIP OF CAPITAL STOCK; RELATED RIGHTS.....................5 SCHEDULE 2.4 SUBSIDIARIES...................................................8 SCHEDULE 2.5 UK FINANCIAL STATEMENTS........................................9 SCHEDULE 2.6 LABOR AND EMPLOYMENT MATTERS..................................10 SCHEDULE 2.7 TITLE AND CONDITION OF ACQUIRED ASSETS........................13 SCHEDULE 2.8 MATERIAL CHANGES..............................................14 SCHEDULE 2.9 REAL PROPERTY.................................................15 SCHEDULE 2.10 LITIGATION....................................................27 SCHEDULE 2.11 CONSENTS......................................................30 76 SCHEDULE 2.12 FAX CLAIMS AND RELATED INFORMATION............................32 SCHEDULE 2.13 PERMITS.......................................................33 SCHEDULE 2.14 COMPLIANCE WITH LAWS..........................................39 SCHEDULE 2.15 CONTRACTS.....................................................40 SCHEDULE 2.16 PATENTS AND PATENT APPLICATIONS, INTELLECTUAL PROPERTY LICENSES, CONSULTING AGREEMENTS, RESEARCH AND DEVELOPMENT PROJECTS, TRADEMARKS COPYRIGHTS INFRINGEMENT, MISAPPROPRIATION..............................................62 SCHEDULE 2.17 ENVIRONMENTAL MATTERS.........................................71 SCHEDULE 2.18 EMPLOYEES.....................................................85 SCHEDULE 2.19 STAY AGREEMENTS...............................................87 SCHEDULE 2.20 EMPLOYEE BENEFIT PLANS........................................88 SCHEDULE 2.22 WARRANTIES....................................................97 SCHEDULE 2.25 OFFICERS AND DIRECTORS, BANK ACCOUNTS........................100 SCHEDULE 3.1 ORGANIZATION AND STANDING....................................115