The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 18 Section 2.2 DevCo Assets and SpinCo Assets 24 Section 2.3 SpinCo Liabilities and DevCo Liabilities 25 Section 2.4 Termination of Intercompany Agreements 26 Section 2.5 Settlement of Intercompany Accounts 27 Section 2.6 Replacement of Guarantees 27
The Restructuring. (a) As of the date of this Agreement, the Previous Holders own 100% of the Shares and Interests. Prior to the Contribution Date, the Seller will acquire directly from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or by way of dividends) all of the Shares and Interests such that Seller becomes the sole direct, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaser, any of its Subsidiaries, any OFS Company or the Business, including for purposes of Section 3.03(d).
(b) To effect the Restructuring and at its own expense Seller shall: (i) take its best efforts to, and to cause the Previous Holders or any of its Affiliates to take any and all actions required to effect the Restructuring in accordance with this Section 5.20 and Section 3.04(b) and (ii) take its best efforts to, and to cause the Previous Holders to, obtain any and all Permits, Consents, Approvals or Governmental Authorisations necessary or appropriate to effect the Restructuring in compliance with this Section 5.20 and Section 3.04(b), including but not limited to FAS Approval of the Restructuring.
(c) Seller and Purchaser shall cooperate to ensure that the Restructuring is carried out by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that Purchaser hereby accepts and agrees the Restructuring may be completed notwithstanding the deferred payments to be made by Seller to the Previous Holders for the Interests and the Shares pursuant to the terms of the respective agreements between Seller and the Previous Holders used to effect the Restructuring, so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing no later than Contribution any rights to an Encumbrance on the Shares or Interests resulting from such deferred payments. In the event, prior to or on the Contribution Date, Seller desires to materially change the manner in which it effects the Restructuring, then Seller must obtain the Consent of Purchaser, such Consent...
The Restructuring. Prior to the Distribution, the Company shall take any and all steps necessary and desirable to segregate the assets, liabilities and other accounts properly belonging to each of the Company and ABF so as to assure the smooth and effective transition of the ABF Business after the Distribution. In connection with the restructuring and the assignment of assets and the assumption of liabilities rightfully belonging to each of the Company and ABF, the parties shall execute, or cause to be executed by the appropriate entities, the conveyancing and assumption instruments in such forms as the parties shall reasonably agree.
The Restructuring. Business Separation 10 Section 2.2 Conveyancing and Assumption Agreements 11 Section 2.3 Certain Resignations 11 Section 2.4 Other Agreements 11 Section 2.5 Transfers Not Effected Prior to the Distribution 11 Section 2.6 Debt Exchange; Other Financing Arrangements 12 Section 2.7 Financial Instruments 13
The Restructuring. The Borrower and certain of the Lenders holding 66 2/3% of the obligations of the Borrower under the Credit Agreement which also constitute a majority in number of the Lenders (the "Requisite Restructuring Lenders") have agreed to the Summary of Terms and Conditions for Refinancing or Restructuring of the Credit Agreement dated December 8, 2000 ("Restructuring Term Sheet") which is attached hereto and incorporated herein. The Borrower and such Lenders have agreed to all of the terms in the Restructuring Term Sheet with the following understanding: (a) the Borrower and Requisite Restructuring Lenders must further agree to the specific terms of (i) the financial covenants; (ii) the borrowing base and the definition of excess cash flow; and (iii) the permitted level of Capital Expenditures per year (which are to be justified to the Lenders by means of a Capital Expenditure Program) (collectively hereinafter referred to as "Implementation Issues"); (b) the Borrower and the Lenders have reserved their rights and do not agree on two specific pricing issues in the Restructuring Term Sheet; namely with regard to Pricing Grid, Annex 1A to the Restructuring Term Sheet, (i) whether there should be eurodollar pricing available at Level III and, if so, whether the pricing margin should be 4.75% per annum, and (ii) whether there should be a second Restructuring Fee in the amount of $1,550,000 payable upon the earlier of receipt of the Net Proceeds of an Equity Offering or one year anniversary of the Effective Date of the Plan of Reorganization for the Borrower (hereinafter collectively referred to as "Reserved Pricing Matters"). The Borrower, the Lenders and Agent will continue to negotiate the Implementation Issues and Reserved Pricing Matters in an effort to have them agreed to by the Borrower and the Requisite Restructuring Lenders The Borrower acknowledges and agrees that notwithstanding any terms or provisions of this Agreement or the Credit Agreement, the undersigned Lenders have not waived their right to receive and shall receive, and the Borrower agrees to pay, interest on the Loans and the obligations under the Credit Agreement and in respect of Letters of Credit on and after December 15, 2000, at the rate per annum applicable under Section 2.15 (d) of the Credit Agreement to amounts overdue (any notice or other actions by the Lenders necessary to accomplish this are hereby waived or deemed given by the Borrower). If the Implementation Issues and Reserved Prici...
The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 11 Section 2.2 QCP Assets and HCP Assets 14 Section 2.3 QCP Liabilities and HCP Liabilities 15 Section 2.4 Termination of Intercompany Agreements 15 Section 2.5 Settlement of Intercompany Accounts 16 Section 2.6 Replacement of Guarantees 16
The Restructuring. Prior to the Distribution, the Company will cause the following transactions to occur, but not necessarily in the order listed: (i) the Merger of Xxxxxxxx with and into Hotel; (ii) the Company to contribute to Hotel's capital $4,100,000 of 8% Class A Preferred Stock of PPRA (the "Condado Plaza Preferred Stock"), together with accrued and unpaid dividends and net intercompany accounts due the Company from the Hotel and Casino Business (approximately $4,500,000 as of December 31, 1996) excluding the amount due from the Company to ESJ; (iii) the Company to pay its outstanding intercompany receivable due ESJ (approximately $5,077,000 at December 31, 1996); (iv) the Company to make a capital contribution to Hotel of an amount when added to the amount of the intercompany receivable due ESJ equals $6,000,000; (v) PPRA to pay all accrued and unpaid dividends on the Condado Plaza Preferred Stock and redeem a portion of such shares for an aggregate redemption price exclusive of dividends of approximately $2,050,000 (vi) WHGI to pay dividends of not less than $3,500,000 to the holders of WHGI common stock (vii) WPI to merge with and into ESJ; and (viii) Hotel to transfer to PPRA all of the common stock of ESJ and the capital stock of WHGI owned by it in consideration of the issuance of additional shares of capital stock of PPRA. The foregoing transactions are hereinafter collectively referred to as the "Restructuring."
The Restructuring. Parent shall take the following actions prior to Closing (except with respect to Sections 9.1(a)(ii) and 9.1(i), wherein certain actions may be taken after the Closing, as indicated therein), notwithstanding any terms or provisions of this Agreement expressly or impliedly to the contrary.
The Restructuring. Prior to the Closing, Indigo Parent will procure that the Restructuring shall occur in accordance with the Indigo Steps Plan, subject to any variations which are not material in nature.
