Restructuring Agreements. The transfers of the various entities and the contribution, assignment, transfer, conveyance and delivery of the assets and the acceptance and assumption of the Liabilities contemplated by Section 2.03 and the Restructuring Plan will be effected, in certain cases, pursuant to one or more asset transfer agreements, share transfer agreements, business transfer agreements, certificates of demerger and merger and other agreements and instruments (the “Restructuring Agreements”); provided that, in each case, it is intended that the Restructuring Agreements shall serve purely to effect (i) the legal transfer of the VS Assets or L Brands Assets to the VS Group or the L Brands Group, as applicable, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 and (ii) the acceptance and assumption of the VS Liabilities or the L Brands Liabilities by a member of the VS Group or the L Brands Group, as applicable, in each case, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03. Notwithstanding anything in any Restructuring Agreement to the contrary, neither L Brands nor any member of the L Brands Group, on the one hand, nor VS nor any member of the VS Group, on the other hand, shall commence, bring or otherwise initiate any Action under any Restructuring Agreement challenging the legal sufficiency of such Restructuring Agreement.
Restructuring Agreements. Each of the Other Restructuring Agreements shall have been entered into by the respective parties thereto.
Restructuring Agreements. The transfers of the various entities and the contribution, assignment, transfer, conveyance and delivery of the assets and the acceptance and assumption of the Liabilities contemplated by Section 2.03 and the Restructuring Plan will be effected, in certain cases, pursuant to one or more asset transfer agreements, share transfer agreements, business transfer agreements, certificates of demerger and merger and other agreements and instruments (the “Restructuring Agreements”); provided that, in each case, it is intended that the Restructuring Agreements shall serve purely to effect (x) the legal transfer of the Kontoor Brands Assets or VF Assets to the Kontoor Brands Group or the VF Group, as applicable, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 and (y) the acceptance and assumption of the Kontoor Brands Liabilities or the VF Liabilities by a member of the Kontoor Brands Group or the VF Group, as applicable, in each case, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03. In the event of any conflict between any Restructuring Agreement and this Agreement, the terms of such Restructuring Agreement shall control solely with respect to any applicable purchase price adjustment or cash adjustment set forth in any such Restructuring Agreement and this Agreement shall control in all other respects; provided that, notwithstanding anything in any Restructuring Agreement to the contrary, in the event any Restructuring Agreement provides for a purchase price adjustment or cash adjustment, whether based upon a calculation of fair market value or otherwise, or any similar adjustment provision, any purchase price adjustment or cash adjustment determination under such Restructuring Agreement, including as to the amount, if any, of any such adjustment, shall be determined by VF in its sole discretion. Notwithstanding anything in any Restructuring Agreement to the contrary, neither VF nor any member of the VF Group, on the one hand, nor Kontoor Brands nor any member of the Kontoor Brands Group, on the other hand, shall commence, bring or otherwise initiate any Action under any Restructuring Agreement.
Restructuring Agreements. 10 SECTION 3.02. Ancillary Agreements.................................................. 11 SECTION 3.03. Restructuring of Assets and Assumption of Liabilities........................................ 11 SECTION 3.04. Company Distribution.................................................. 11
Restructuring Agreements. Prior to the Company Distribution, the Company shall (a) execute and deliver the Distribution Agreement, a Tax Disaffiliation Agreement in the form of Annex B attached hereto with such
Restructuring Agreements. Neither the Borrower nor the Guarantor will, or will permit any of the other Transaction Parties to, amend, supplement or otherwise modify the terms of any of the Restructuring Agreements.
Restructuring Agreements. Each Restructuring Agreement and other ------------------------ agreement (including debt assumption agreements) to be entered into in connection with the Transactions and the TSAT Merger shall have been entered into by each of the parties thereto and shall be in full force and effect, and the Required Lenders and the Agents shall be satisfied (a) with all the terms and conditions of each Restructuring Agreement and all other agreements to be entered into in connection therewith, and (b) that no term thereof has been amended, modified or waived since the draft most recently delivered to and approved by the Lenders, a reasonable period of time prior to the Closing Date. All conditions precedent to the consummation of the Restructuring Transaction under each Restructuring Agreement shall have been satisfied (or provisions satisfactory to the Agents have been made for the satisfaction thereof) (without waiver or amendment thereof) and delivery of opinion letters (but which shall have been negotiated) the Agents and the Lenders shall have received satisfactory evidence of the same.
Restructuring Agreements. This Agreement shall have been duly executed and delivered by each of the parties hereto, and each of the following agreements, amendments or instruments shall have been duly executed and delivered by the respective parties thereto and shall not have been terminated and the conditions to the effectiveness of such agreements, amendments or instruments (to the extent provided therein to have occurred on or prior to the Effective Date) shall have been fulfilled:
Restructuring Agreements. Each Warrantor hereby jointly and severally represent, warrants and covenants to the Investors that during the term of the relevant Restructuring Agreements, each of the statements contained in this Section 3.21 is true, accurate and complete.
Restructuring Agreements. Except as set forth in Section 2.22 of the Disclosure Schedule, none of the Company, AST HK or JZPID has entered into any contracts similar in substance to any Transaction Agreement with any party.
