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).
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Restructuring Activities. (a) In relation to the restructuring of any Retail Debtor's NPE or NPF, the Servicer shall:
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Restructuring Activities. The restructuring activities set forth on Schedule 4.2 shall have been completed.
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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.
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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
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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.
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Restructuring Activities. The restructuring activities ------------------------ set forth on Schedule 4.2 shall have been completed. ------------
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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.
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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.
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Related to Restructuring Activities

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

  • Leasing Activities Manager shall be the exclusive leasing agent of the Project, and shall perform all leasing functions relating to the Project. As provided in Article IX hereof, Manager shall be paid for such leasing activities in conformity with Schedule 5 to this Agreement, which amounts shall be in addition to the compensation otherwise payable to Manager hereunder. Without limiting the generality of the foregoing, Manager's leasing function includes the following:

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Trading Activities Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf.

  • Regulatory Activities Beginning on the Effective Date and to the extent UGNX remains the Lead Development Party with respect to a particular territory, subject to and in accordance with the terms and conditions of this Agreement and the requirements of Applicable Laws, UGNX, shall: (a) use Commercially Reasonable Efforts to file (or have filed) all Regulatory Filings with respect to the Licensed Products in the Field in order to obtain Marketing Approvals in each country in the Territory and the European Territory (or to obtain the European Centralized Approval in the European Core Territory) and in order to obtain Pricing and/or Reimbursement Approvals in the Profit Share Territory; (b) respond in a timely fashion to requests for data and information from Regulatory Authorities with respect to the Licensed Products in the Field in the Territory and the European Territory; and (c) meet with officials of the Regulatory Authorities at such times as may be requested by such Regulatory Authorities with respect to the Core Development Activities (“Regulatory Activities”), provided that KHK will have primary responsibility for obtaining, and UGNX shall provide all assistance reasonably requested by KHK, in relation to Pricing and/or Reimbursement Approvals for the Licensed Products in the Field in the European Territory. For the avoidance of doubt, UGNX will be responsible for obtaining, and KHK will provide all assistance reasonably requested by UGNX, in relation to Pricing and/or Reimbursement Approvals, if any, for the Licensed Products in the Field in the Profit Share Territory as part of the UGNX Core Development Activities, it being understood that the costs incurred by UGNX in connection with such activities will be shared equally (50/50). All such Regulatory Activities will be conducted in a manner consistent with the Core Development Plan and coordinated by the JSC in accordance with Article 3. Without limiting the applicability of the foregoing and the remainder of this Article 5, UGNX shall interface with the applicable Regulatory Authority(ies) and, through the JDC, shall keep KHK reasonably informed of all material events and developments occurring in the course of the Regulatory Activities, including scheduled UGNX regulatory strategy discussions and meetings with Regulatory Authorities in the Territory and the European Territory relating to the Licensed Products in the Field.

  • Certain Trading Activities Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

  • Other Activities Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

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