Common use of Adjustments to Transactions Clause in Contracts

Adjustments to Transactions. The parties hereto acknowledge that it may become necessary or advisable after the date of this Agreement to adjust or modify the structure of the various transactions described in this Agreement and, subject to Section 5.2, agree to cooperate in good faith in order to preserve the economic benefits reasonably expected to be achieved by each of the parties hereto and to consider and, to the extent mutually agreed, effectuate the adjustments or modifications reasonably requested by any other party by amending the terms of this Agreement or the Ancillary Agreements; provided that, subject to Section 5.2, no such adjustment or modification shall, in any material respect, adversely affect the rights and obligations of any party or any of its Affiliates under this Agreement or disadvantage any party or any of its Affiliates (including, for the avoidance of doubt, any disadvantage which may result from adverse Tax consequences), or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, further, that, subject to Section 5.2, ABI shall have the right to amend any term or provision of this Agreement or any other Ancillary Agreement with the consent of CBI, which consent shall not be unreasonably withheld or delayed (it being agreed and understood that: (a) it would be unreasonable for CBI to withhold, delay or condition its consent if any such amendment is beneficial, or not adverse in any respect, to the rights and obligations of CBI hereunder or thereunder; (b) if the economics of this Agreement or any of the other Ancillary Agreement, as applicable, are modified or supplemented to the benefit of CBI, such changes to this Agreement or such other Ancillary Agreement shall be considered as beneficial, and not adverse, to the rights and obligations of CBI, hereunder or under such other Ancillary Agreement; and (c) it would be reasonable for CBI to withhold, delay or condition its consent if any such amendment would be materially adverse to the lenders and other Persons providing the Financing). For the avoidance of doubt, if there is any conflict between the terms of this Section 1.7 and the terms of Section 5.2, the terms of Section 5.2 shall govern.

Adjustments to Transactions. The parties hereto acknowledge that it may become necessary or advisable after the date of this Agreement to adjust or modify the structure of the various transactions described in this Agreement and, subject to Section 5.29.1, agree to cooperate in good faith in order to preserve the economic benefits reasonably expected to be achieved by each of the parties hereto and to consider and, to the extent mutually agreed, effectuate the adjustments or modifications reasonably requested by any other party by amending the terms of this Agreement or and/or the Ancillary Agreementsother Transaction Documents; provided that, subject to Section 5.29.1, no such adjustment or modification shall, in any material respect, adversely affect the rights and obligations of any party or any of its Affiliates under this Agreement or disadvantage any party or any of its Affiliates (including, for the avoidance of doubt, any disadvantage which may result from adverse Tax consequences)party, or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, further, and further provided that, subject to Section 5.29.1, ABI shall have the right to amend any term or provision of this Agreement or any other Ancillary Agreement Transaction Document with the consent of CBIthe Buyer Parties, which consent shall not be unreasonably withheld or delayed (it being agreed and understood that: (a) it would be unreasonable for CBI the Buyer Parties to withhold, delay or condition its their consent if any such amendment is beneficial, or not adverse in any respect, to the rights and obligations of CBI the Buyer Parties hereunder or thereunder; (b) if any of the Seller Parties, Supplier or Marcas Modelo relinquishes any right it may have against the Buyer Parties or the Importer hereunder or under the other Transaction Documents, as applicable, or if the economics of this Agreement or any of the other Ancillary AgreementTransaction Documents, as applicable, are modified or supplemented to the benefit of CBIthe Buyer Parties or the Importer, as applicable, such changes to this Agreement or such other Ancillary Agreement Transaction Document shall be considered as beneficial, and not adverse, to the rights and obligations of CBIthe Buyer Parties or the Importer, as applicable, hereunder or under such other Ancillary AgreementTransaction Document; and (c) it would be reasonable for CBI the Buyer Parties to withhold, delay or condition its their consent if any such amendment would be materially adverse to the lenders and other Persons providing the Financing). For the avoidance of doubt, if there is any conflict between the terms of this Section 1.7 14.15 and the terms of Section 5.29.1, the terms of Section 5.2 9.1 shall govern.

Adjustments to Transactions. The parties hereto acknowledge that it may become necessary or advisable after the date of this Agreement to adjust or modify the structure of the various transactions described in this Agreement and, subject to Section 5.29.1, agree to cooperate in good faith in order to preserve the economic benefits reasonably expected to be achieved by each of the parties hereto and to consider and, to the extent mutually agreed, effectuate the adjustments or modifications reasonably requested by any other party by amending the terms of this Agreement or and/or the Ancillary Agreementsother Transaction Documents; provided that, subject to Section 5.29.1, no such adjustment or modification shall, in any material respect, adversely affect the rights and obligations of any party or any of its Affiliates under this Agreement or disadvantage any party or any of its Affiliates (including, for the avoidance of doubt, any disadvantage which may result from adverse Tax consequences)party, or reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, further, and further provided that, subject to Section 5.29.1, ABI shall have the right to amend any term or provision of this Agreement or any other Ancillary Agreement Transaction Document with the consent of CBIthe Buyer Parties, which consent shall not be unreasonably withheld or delayed (it being agreed and understood that: (a) it would be unreasonable for CBI the Buyer Parties to withhold, delay or condition its their consent if any such amendment is beneficial, or not adverse in any respect, to the rights and obligations of CBI the Buyer Parties hereunder or thereunder; (b) if any of the Seller Parties, Supplier or Marcas Modelo relinquishes any right it may have against the Buyer Parties or the Importer hereunder or under the other Transaction Documents, as applicable, or if the economics of this Agreement or any of the other Ancillary AgreementTransaction Documents, as applicable, are modified or supplemented to the benefit of CBIthe Buyer Parties or the Importer, as applicable, such changes to this Agreement or such other Ancillary Agreement Transaction Document shall be considered as beneficial, and not adverse, to the rights and obligations of CBIthe Buyer Parties or the Importer, as applicable, hereunder or under such other Ancillary AgreementTransaction Document; and (c) it would be reasonable for CBI to withhold, delay or condition its consent if any such amendment would be materially adverse to the lenders and other Persons providing the Financing). For the avoidance of doubt, if there is any conflict between the terms of this Section 1.7 and the terms of Section 5.2, the terms of Section 5.2 shall govern.and