Specified Matters. (A) Descartes shall obtain, prior to the Closing, any Approvals from the party (the “Specified Party”) set forth on Section 5.28(c)(i) of the Descartes Disclosure Schedule necessary to, and at the Closing shall, effect the transfer, effective as of the Closing and in compliance with all Contracts in effect regarding governance of the entity listed on Section 5.28(c)(i) of the Descartes Disclosure Schedule (the “Specified Entity”), of all of Descartes’s and its Subsidiaries’ interests in the Specified Entity to Fermat or its designated Subsidiary, as well as in a manner consistent with all Ag Material Contracts with the Specified Party or Specified Entity without directly or indirectly (1) modifying, agreeing to modify or conditioning such Approval on modification of any terms of Contracts related to such Specified Entity or with the Specified Party (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or -163- 1414958.12A-NYCSR03A - MSW Retained Ag Liabilities and not related to the Ag Business (collectively, the “Specified Contracts”), or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (B) unless a Proceeding is pending to which Descartes or any of its Subsidiaries, including the Specified Entity, or Fermat or any of its Subsidiaries, is a party, that challenges or seeks to enjoin any proposed sale or other transfer of the Acquired Ag Assets of the Specified Entity or assignment of the Assumed Ag Liabilities of the Specified Entity to Fermat or any of its Subsidiaries effective at the Closing, Descartes shall cause the Specified Entity to sell or otherwise transfer all of the Acquired Ag Assets and assign the Assumed Ag Liabilities of the Specified Entity, in each case effective as of the Closing and in compliance with all Specified Contracts, and without (1) modifying or agreeing to modify or conditioning such transfer and assignment on modification of any terms of any Specified Contract (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or Retained Ag Liabilities and not related to the Ag Business, or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (C) if (x) Descartes has not obtained, prior to the Closing, all required Approvals from the Specified Party of the type described by clause (A) and (y) a Proceeding is pending as contemplated by clause (B), then the Acquired Ag Leased Real Property and Acquired Ag Owned Real Property directly or indirectly held by the Specified Entity (the “Specified Sites”) shall be deemed to be Delayed Sites, and the parties shall enter into, and Descartes shall cause the Specified Entity to enter into, a Delayed Site Agreement with respect thereto (or, to the extent permitted by Law, any other arrangements as may be mutually agreed by the parties in accordance with Section 5.11) which Delayed Site Agreement or other arrangements will put Fermat in the same position with respect to the economics and other benefits and burdens in respect of the Specified Entity as if Descartes’s and its Subsidiaries’ interests in the Specified Entity had been conveyed to Fermat at the Closing Date in accordance with the foregoing clause (A), until such time as the transactions contemplated by the foregoing clauses (A) or (B) can be consummated in accordance with their terms (other than with respect to the timing contemplated by such foregoing clauses (A) or (B)); or
Appears in 1 contract
Sources: MSW Transaction Agreement (FMC Corp)
Specified Matters. (i) Upon becoming aware of any development with respect to a Specified Matter, the Company, as Indemnified Party, shall promptly provide the Sellers with written notice of such development, describing in reasonable detail any updates or changes to the Company’s estimate of Losses for which indemnification is being sought (if ascertainable). The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. Upon request by an Indemnifying Party, the Company shall promptly provide copies to the Indemnifying Parties of all materials and documents sent or received by any of the Transferred Entities or Purchaser or their representatives to or from, and the Company shall promptly advise and inform the Indemnifying Parties of other communications to or from, any Governmental Entity concerning any Specified Matter. The Company shall, after reasonably consulting with the Indemnifying Party and considering the Indemnifying Party’s views in good faith, (A) Descartes shall obtainretain control of the defense of any claim related to Specified Matters, prior including any commercially reasonable internal investigation, through counsel reasonably acceptable to the ClosingSellers; provided that unless an actual conflict of interest arises, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Ropes & ▇▇▇▇ LLP shall be deemed acceptable to the Sellers, (B) retain control of any Approvals from the party (the “remedial actions related to a Specified Party”Matter contemplated by Item 4(b) set forth on of Section 5.28(c)(i8.2(a)(iv) of the Descartes Purchaser Disclosure Schedule necessary toSchedule, and at the Closing shall(C) if required by a Governmental Entity, effect the transfer, effective as retain control of the Closing and in compliance with all Contracts in effect regarding governance remedial actions related to a Specified Matter contemplated by Item 4(c) of the entity listed on Section 5.28(c)(i8.2(a)(iv) of the Descartes Purchaser Disclosure Schedule Schedule. With respect to clause (A) of the “immediately preceding sentence, the Company shall allow, and shall cause the other Transferred Entities to allow, the Indemnifying Parties a reasonable opportunity to participate in such defense with their own counsel and at their own expense.
(ii) The Company shall be authorized, after reasonably consulting with the Indemnifying Parties and considering the Indemnifying Parties’ views in good faith, to consent to any settlement of, or entry of any judgment arising from, any claim in respect of Specified Entity”Matter, in its reasonable discretion and without the consent of any Indemnifying Party; provided, that such settlement or judgment (A) involves only injunctive relief against any of the Transferred Entities or (B) does not result in Losses indemnifiable hereunder in excess of $2 million; provided, further, that such settlement or judgment (i) does not involve any injunctive relief against any of the Sellers or any of their respective Affiliates or finding or admission of any violation of Law or any admission of wrongdoing by any Seller or any Affiliate of any Seller or by any of the Transferred Entities, and (ii) fully and finally releases the Transferred Entities and the Indemnified Parties completely in connection with such Specified Matter. Except as expressly set forth in the foregoing sentence, neither the Company nor any other Transferred Entity may consent to any settlement of, or entry of any judgment arising from, any claim in respect of a Specified Matter without the prior written consent of the Indemnifying Parties, which consent may be withheld or delayed in the sole discretion of the Indemnifying Parties; provided that, with the consent of Purchaser (which may be given or withheld in Purchaser’s sole and absolute discretion), of the Company or any other Transferred Entity may settle any Specified Matter without consent from the Indemnifying Parties if (x) the Transferred Entities and Purchaser first irrevocably waives in writing any right to indemnity under this Agreement with respect to all of Descartes’s and its Subsidiaries’ interests in the Specified Entity to Fermat or its designated Subsidiary, as well as in a manner consistent with all Ag Material Contracts with the Specified Party or Specified Entity without directly or indirectly (1) modifying, agreeing to modify or conditioning such Approval on modification of any terms of Contracts Losses related to such Specified Entity or with the Specified Party (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or -163- 1414958.12A-NYCSR03A - MSW Retained Ag Liabilities and not related to the Ag Business (collectively, the “Specified Contracts”), or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (B) unless a Proceeding is pending to which Descartes or any of its Subsidiaries, including the Specified Entity, or Fermat or any of its Subsidiaries, is a party, that challenges or seeks to enjoin any proposed sale or other transfer of the Acquired Ag Assets of the Specified Entity or assignment of the Assumed Ag Liabilities of the Specified Entity to Fermat or any of its Subsidiaries effective at the Closing, Descartes shall cause the Specified Entity to sell or otherwise transfer all of the Acquired Ag Assets and assign the Assumed Ag Liabilities of the Specified Entity, in each case effective as of the Closing and in compliance with all Specified Contracts, and without (1) modifying or agreeing to modify or conditioning such transfer and assignment on modification of any terms of any Specified Contract (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or Retained Ag Liabilities and not related to the Ag Business, or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (C) if (x) Descartes has not obtained, prior to the Closing, all required Approvals from the Specified Party of the type described by clause (A) Matter and (y) a Proceeding is pending as contemplated by clause such settlement (B), then the Acquired Ag Leased Real Property and Acquired Ag Owned Real Property directly or indirectly held by the Specified Entity (the “Specified Sites”I) shall be deemed to be Delayed Sites, and the parties shall enter into, and Descartes shall cause the Specified Entity to enter into, a Delayed Site Agreement with respect thereto (or, to the extent permitted by Law, does not involve any other arrangements as may be mutually agreed by the parties in accordance with Section 5.11) which Delayed Site Agreement or other arrangements will put Fermat in the same position with respect to the economics and other benefits and burdens in respect injunctive relief against any of the Specified Entity as if Descartes’s and its Subsidiaries’ interests in the Specified Entity had been conveyed to Fermat at the Closing Date in accordance with the foregoing clause (A), until such time as the transactions contemplated by the foregoing clauses (A) Sellers or (B) can be consummated in accordance with any of their terms (other than with respect to the timing contemplated by such foregoing clauses (A) respective Affiliates or (B)); finding or
Appears in 1 contract
Specified Matters. (A) Descartes shall obtain, prior to the Closing, any Approvals from the party (the “Specified Party”) set forth on Section 5.28(c)(i) of the Descartes Disclosure Schedule necessary to, and at the Closing shall, effect the transfer, effective as of the Closing and in compliance with all Contracts in effect regarding governance of the entity listed on Section 5.28(c)(i) of the Descartes Disclosure Schedule (the “Specified Entity”), of all of Descartes’s and its Subsidiaries’ interests in the Specified Entity to Fermat or its designated Subsidiary, as well as in a manner consistent with all Ag Material Contracts with the Specified Party or Specified Entity without directly or indirectly (1) modifying, agreeing to modify or conditioning such Approval on modification of any terms of Contracts related to such Specified Entity or with the Specified Party (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or -163- 1414958.12A-NYCSR03A - MSW Retained Ag Liabilities and not related to the Ag Business (collectively, the “Specified Contracts”), or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact 1414958.12A-NYCSR03A - MSW on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; ;
(B) unless a Proceeding is pending to which Descartes or any of its Subsidiaries, including the Specified Entity, or Fermat or any of its Subsidiaries, is a party, that challenges or seeks to enjoin any proposed sale or other transfer of the Acquired Ag Assets of the Specified Entity or assignment of the Assumed Ag Liabilities of the Specified Entity to Fermat or any of its Subsidiaries effective at the Closing, Descartes shall cause the Specified Entity to sell or otherwise transfer all of the Acquired Ag Assets and assign the Assumed Ag Liabilities of the Specified Entity, in each case effective as of the Closing and in compliance with all Specified Contracts, and without (1) modifying or agreeing to modify or conditioning such transfer and assignment on modification of any terms of any Specified Contract (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or Retained Ag Liabilities and not related to the Ag Business, or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; ;
(C) if (x) Descartes has not obtained, prior to the Closing, all required Approvals from the Specified Party of the type described by clause (A) and (y) a Proceeding is pending as contemplated by clause (B), then the Acquired Ag Leased Real Property and Acquired Ag Owned Real Property directly or indirectly held by the Specified Entity (the “Specified Sites”) shall be deemed to be Delayed Sites, and the parties shall enter into, and Descartes shall cause the Specified Entity to enter into, a Delayed Site Agreement with respect thereto (or, to the extent permitted by Law, any other arrangements as may be mutually agreed by the parties in accordance with Section 5.11) which Delayed Site Agreement or other arrangements will put Fermat in the same position with respect to the economics and other benefits and burdens in respect of the Specified Entity as if Descartes’s and its Subsidiaries’ interests in the Specified Entity had been conveyed to Fermat at the Closing Date in accordance with the foregoing clause (A), until such time as the transactions contemplated by the foregoing clauses (A) or (B) can be consummated in accordance with their terms (other than with respect to the timing contemplated by such foregoing clauses (A) or (B)); oror 1414958.12A-NYCSR03A - MSW
(D) if clause (C) would otherwise be applicable, but such course of action is prohibited by a Governmental Entity, Law or Judgment (or such clause (C) is applicable but becomes prohibited by a Governmental Entity, Law or Judgment), Descartes shall use best and all efforts to obtain an alternative source of supply for Fermat, build alternative facilities for Fermat or take any and all other steps at Descartes’s sole cost and expense as are required to put Fermat in the same position with respect to the economics and other benefits and burdens in respect of the Specified Entity as if Descartes’s and its Subsidiaries’ interests in the Specified Entity had been conveyed to Fermat at the Closing Date in accordance with the foregoing clause (A) and Descartes shall, at the election of Fermat, unless not permitted by Law or Contract or reasonably likely to have a material and adverse impact on Descartes or any of its Affiliates or a material and adverse impact on the level of financial exposure in any Proceeding related to the Specified Matters, cause the Specified Entity to sell to Fermat or its designated Subsidiary any or all of the Acquired Ag Assets including any equipment at the Specified Sites for $1.00; (the matters described in clauses (A), (B), (C), and (D), the “Specified Matters”);
(ii) In connection with Descartes’s obligations pursuant to Section 5.28(c)(i), each of Descartes and Fermat shall cooperate in good faith and use their reasonable best efforts to obtain as promptly as practicable any Approvals from the Specified Party necessary to, and any Approvals of any Governmental Entity necessary to, effect, effective as of the Closing, the Specified Matters, including taking the actions set forth on Section 5.28(c) of the Descartes Disclosure Schedule, it being agreed that the parties’ mutually preferred and prioritized course of action is that described in clause (A) and the parties agree that solely such course of action shall be pursued until August 1, 2017 unless the parties otherwise agree, and from and after August 1, 2017, the parties shall primarily pursue such course of action described in clause (A) but concurrently, and in the priorities described as follows (unless otherwise agreed by the parties) pursue the secondarily preferred course of action described in clause (B), the tertiarily course of action described in clause (C), followed by the quaternarily preferred course of action described in clause (D). From and after the Closing, if the Specified Matter described in clause (A) or clause (B) of the definition of such term was not effectuated at or prior to the Closing, each of Descartes and Fermat shall operate in accordance with (i)(C) or (i)(D) above, as applicable, and shall continue to cooperate in good faith and use their reasonable best efforts to obtain any Approvals from the Specified Party necessary to, and any Approvals of any Governmental Entity necessary to, effect the Specified Matters described in clause (A) and (B) of the definition of such term, it being agreed that the parties’ mutually preferred and prioritized course of action is that described in clause (A).
Appears in 1 contract
Specified Matters. (i) Upon becoming aware of any development with respect to a Specified Matter, the Company, as Indemnified Party, shall promptly provide the Sellers with written notice of such development, describing in reasonable detail any updates or changes to the Company’s estimate of Losses for which indemnification is being sought (if ascertainable). The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. Upon request by an Indemnifying Party, the Company shall promptly provide copies to the Indemnifying Parties of all materials and documents sent or received by any of the Transferred Entities or Purchaser or their representatives to or from, and the Company shall promptly advise and inform the Indemnifying Parties of other communications to or from, any Governmental Entity concerning any Specified Matter. The Company shall, after reasonably consulting with the Indemnifying Party and considering the Indemnifying Party’s views in good faith, (A) Descartes shall obtainretain control of the defense of any claim related to Specified Matters, prior including any commercially reasonable internal investigation, through counsel reasonably acceptable to the ClosingSellers; provided that unless an actual conflict of interest arises, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Ropes & ▇▇▇▇ LLP shall be deemed acceptable to the Sellers, (B) retain control of any Approvals from the party (the “remedial actions related to a Specified Party”Matter contemplated by Item 4(b) set forth on of Section 5.28(c)(i8.2(a)(iv) of the Descartes Purchaser Disclosure Schedule necessary toSchedule, and at the Closing shall(C) if required by a Governmental Entity, effect the transfer, effective as retain control of the Closing and in compliance with all Contracts in effect regarding governance remedial actions related to a Specified Matter contemplated by Item 4(c) of the entity listed on Section 5.28(c)(i8.2(a)(iv) of the Descartes Purchaser Disclosure Schedule Schedule. With respect to clause (A) of the “immediately preceding sentence, the Company shall allow, and shall cause the other Transferred Entities to allow, the Indemnifying Parties a reasonable opportunity to participate in such defense with their own counsel and at their own expense.
(ii) The Company shall be authorized, after reasonably consulting with the Indemnifying Parties and considering the Indemnifying Parties’ views in good faith, to consent to any settlement of, or entry of any judgment arising from, any claim in respect of Specified Entity”Matter, in its reasonable discretion and without the consent of any Indemnifying Party; provided, that such settlement or judgment (A) involves only injunctive relief against any of the Transferred Entities or (B) does not result in Losses indemnifiable hereunder in excess of $2 million; provided, further, that such settlement or judgment (i) does not involve any injunctive relief against any of the Sellers or any of their respective Affiliates or finding or admission of any violation of Law or any admission of wrongdoing by any Seller or any Affiliate of any Seller or by any of the Transferred Entities, and (ii) fully and finally releases the Transferred Entities and the Indemnified Parties completely in connection with such Specified Matter. Except as expressly set forth in the foregoing sentence, neither the Company nor any other Transferred Entity may consent to any settlement of, or entry of any judgment arising from, any claim in respect of a Specified Matter without the prior written consent of the Indemnifying Parties, which consent may be withheld or delayed in the sole discretion of the Indemnifying Parties; provided that, with the consent of Purchaser (which may be given or withheld in Purchaser’s sole and absolute discretion), of the Company or any other Transferred Entity may settle any Specified Matter without consent from the Indemnifying Parties if (x) the Transferred Entities and Purchaser first irrevocably waives in writing any right to indemnity under this Agreement with respect to all of Descartes’s and its Subsidiaries’ interests in the Specified Entity to Fermat or its designated Subsidiary, as well as in a manner consistent with all Ag Material Contracts with the Specified Party or Specified Entity without directly or indirectly (1) modifying, agreeing to modify or conditioning such Approval on modification of any terms of Contracts Losses related to such Specified Entity or with the Specified Party (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or -163- 1414958.12A-NYCSR03A - MSW Retained Ag Liabilities and not related to the Ag Business (collectively, the “Specified Contracts”), or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (B) unless a Proceeding is pending to which Descartes or any of its Subsidiaries, including the Specified Entity, or Fermat or any of its Subsidiaries, is a party, that challenges or seeks to enjoin any proposed sale or other transfer of the Acquired Ag Assets of the Specified Entity or assignment of the Assumed Ag Liabilities of the Specified Entity to Fermat or any of its Subsidiaries effective at the Closing, Descartes shall cause the Specified Entity to sell or otherwise transfer all of the Acquired Ag Assets and assign the Assumed Ag Liabilities of the Specified Entity, in each case effective as of the Closing and in compliance with all Specified Contracts, and without (1) modifying or agreeing to modify or conditioning such transfer and assignment on modification of any terms of any Specified Contract (for the avoidance of doubt, whether by amendment, waiver, entry into a new Contract or otherwise) except to the extent constituting Excluded Ag Assets or Retained Ag Liabilities and not related to the Ag Business, or (2) adversely impacting the ability of Fermat or its Subsidiaries to exercise their ownership rights with respect to, or to operate as operated immediately prior to the date of this Agreement, the business of the Specified Entity, in the case of each of clause (1) and clause (2) unless (x) otherwise previously consented to in writing by Fermat (such consent not to be withheld, conditioned or delayed with respect to any modification that is commercially reasonable taking into account its economic impact on Fermat) or (y) in a manner expressly contemplated by the matters set forth on Section 5.28(c) of the Descartes Disclosure Schedule; (C) if (x) Descartes has not obtained, prior to the Closing, all required Approvals from the Specified Party of the type described by clause (A) Matter and (y) a Proceeding is pending as contemplated such settlement (I) does not involve any injunctive relief against any of the Sellers or any of their respective Affiliates or finding or admission of any violation of Law or any admission of wrongdoing by clause (B), then the Acquired Ag Leased Real Property and Acquired Ag Owned Real Property directly any Seller or indirectly held by the Specified Entity (the “Specified Sites”) shall be deemed to be Delayed Sitesany Affiliate of any Seller, and (II) fully and finally releases the parties shall enter into, Transferred Entities and Descartes shall cause the Indemnified Parties completely in connection with such Specified Entity to enter into, a Delayed Site Agreement with respect thereto (or, to the extent permitted by Law, any other arrangements as may be mutually agreed by the parties in accordance with Section 5.11) which Delayed Site Agreement or other arrangements will put Fermat in the same position with respect to the economics and other benefits and burdens in respect of the Specified Entity as if Descartes’s and its Subsidiaries’ interests in the Specified Entity had been conveyed to Fermat at the Closing Date in accordance with the foregoing clause (A), until such time as the transactions contemplated by the foregoing clauses (A) or (B) can be consummated in accordance with their terms (other than with respect to the timing contemplated by such foregoing clauses (A) or (B)); orMatter.
Appears in 1 contract