Internal Reorganizations Clause Samples
The Internal Reorganizations clause allows a party to restructure its internal corporate organization without breaching the agreement or requiring the other party’s consent. This typically covers actions such as mergers, consolidations, or transfers of assets among affiliates within the same corporate group, provided that the reorganizing party remains responsible for its obligations under the contract. The core function of this clause is to provide flexibility for routine business restructurings while ensuring that contractual commitments remain intact and unaffected by internal changes.
Internal Reorganizations. The Seller shall not, and shall cause the Project Owner not to, undertake, or participate in, an Internal Reorganization unless:
(a) the Seller provides the Purchaser 15 days’ prior written notice of such Internal Reorganization (provided that a failure by the Seller to provide such notice shall not be, or be deemed, to be a Vale Entity Event of Default), and provides sufficient information (including if requested by the Purchaser a form of legal opinion from counsel to the Seller or the Project Owner, as applicable, in the relevant jurisdiction(s)) to permit the Purchaser to confirm compliance with the provisions of this Section 9.1;
(b) the resulting, surviving or transferee entity (the “Successor”) is not a Restricted Person and it assumes in favour of the Purchaser and is bound by all of the terms and conditions of this Agreement applicable to the Seller or the Project Owner, as the case may be, or enters (with the other Vale Entities) into an amendment and restatement of this Agreement, in either case, pursuant to an agreement in form and substance satisfactory to Purchaser, acting reasonably, and enforceable by the Purchaser, whereby the obligations of the Seller or the Project Owner, as the case may be, would be assumed by such Successor;
(c) the Project Assets shall remain wholly owned by the Project Owner or its Successor and the ultimate Person having control of the Project Owner or its Successor shall not have changed;
(d) no material consent (including those which if not obtained would constitute a breach of Applicable Law) for such Internal Reorganization is required from any Governmental Authority that has not already been obtained prior to the effectiveness of, and in connection with, such Internal Reorganization;
(e) immediately prior to the Internal Reorganization there is no Vale Entity Event of Default that has occurred and is continuing or an event or circumstance which, with notice or the passage of time would give rise to a Vale Entity Event of Default and immediately after the Internal Reorganization there shall not be a Vale Entity Event of Default or an event or circumstance which, with notice or the passage of time would give rise to a Vale Entity Event of Default (or its equivalent), in each case under this Agreement, or under the amended and restated Agreement, if applicable;
(f) such Internal Reorganization will not, or is not reasonably expected to (A) give rise to a Material Adverse Effect (where, in the definition of “Materi...
Internal Reorganizations. (a) No Loan Party shall (for these purposes, a “Predecessor Obligor”), without the prior written consent of the Required Lenders, liquidate on a solvent basis any Borrower or any Loan Party that is a Material Subsidiary (a “Solvent Liquidation”) unless:
(i) on or prior to the Solvent Liquidation, an entity (the “Successor Entity”) acquires substantially all of the assets and assumes substantially all of the liabilities of the Predecessor Obligor (a “Liquidation Transfer”), excluding any rights under contracts that cannot be assigned or liabilities that will be satisfied or released upon the Solvent Liquidation, on an arms’ length basis and for full consideration;
(ii) the Successor Entity is organized in the same jurisdiction as that in which the Predecessor Obligor is organized and is either:
(A) an existing Loan Party; or
(B) a Subsidiary of a Borrower or a Subsidiary of any Permitted Affiliate Parent that is entitled to become (and subsequently does become) a Loan Party in accordance with the provisions of Section 10.21;
(iii) the Successor Entity does not incur any additional material liabilities in connection with the Solvent Liquidation other than those which are to be transferred to it by the Predecessor Obligor but which did not arise directly as a result of the Solvent Liquidation;
(iv) to the extent previously provided in respect of the shares or the assets of the Predecessor Obligor, the Finance Parties are granted a first ranking security interest over the shares and/or assets of the Successor Entity (but only, in the case of any Predecessor Obligor other than the Company, to the extent required in order to comply with the 80% Security Test);
(v) no Event of Default has occurred and is continuing or would arise from the Solvent Liquidation Transfer or the Solvent Liquidation; and
(vi) immediately after the Solvent Liquidation, the following documents are delivered to the Administrative Agent each in a form previously approved by the Administrative Agent (acting on the instructions of the Required Lenders):
(A) copies of solvency declarations of the directors of the Successor Entity confirming to the best of their knowledge and belief, that the Successor Entity was balance sheet solvent immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other advisers of the relevant Successor Entity on which such directors have relied for the purposes of giving such declaration;
(B) copies of the resolutions of ...
Internal Reorganizations. At or prior to the Closing, the Internal Reorganizations shall have been completed on the terms set forth in the documents specified below:
(i) the HPC Real Estate Spin-Off shall have been completed on the terms set forth in the HPC Real Estate Spin-Off Agreement;
(ii) the O&G Roll-Up shall have been completed on the terms set forth in the Other ▇▇▇▇ Entities Agreement;
(iii) the HHEC Spin-Off shall have been completed on the terms set forth in the ▇▇▇▇▇▇ Companies Spin-Off Agreement;
(iv) the HHPC Spin-Off shall have been completed on the terms set forth in the ▇▇▇▇▇▇ Companies Spin-Off Agreement;
(v) the Initial ▇▇▇▇▇▇ Merger shall have been completed on the terms set forth in the ▇▇▇▇▇▇ Merger Agreement; and
(vi) the HPC Reorganization shall have been completed.