Tender Exchange means that secured debt and preferred equity exchange memorialized by the letter of intent dated [month, day, year] between the Corporation and holders of the secured debt and preferred equity ("Letter of Intent").
Each of AMBS and the Holder will be solely responsible for its own expenses, including legal fees, incurred in connection with the Tender Exchange, including the negotiation and execution of the Legal Agreements.
The Holder and AMBS will be obligated to consummate the Tender Exchange unless AMBS has failed to obtain completion of the conditions precedent, notwithstanding AMBS' best efforts to attain agreement with the Holder on the Legal Agreements that are required in connection with the Tender Exchange.
In the event the Tender Exchange is not consummated, each of AMBS and the Holder the Purchaser will certify in writing that all such materials or copies of such materials have been destroyed, except for the retention as may be required by law or securities exchange regulations.
Each party acknowledges it has all requisite corporate power and authority to enter into this LOI and, to consummate the Tender Exchange as contemplated herein.
Upon execution of this LOI, the parties hereto will continue in good faith to commit their resources to negotiate, prepare, and review the Legal Agreements required to execute the Tender Exchange as soon as practicable, but no later than the expiration of the Stand Still Period (as defined in Paragraph 3 below), as such may be extended pursuant to Paragraph 3.