No Liabilities in Event of Termination; Certain Covenants. In the event that Habit determines in writing to abandon the IPO prior to the occurrence of each of the events described in Sections 3, 4 and 5, (i) this Agreement shall automatically terminate and be of no further force or effect except for this Section 6 and Sections 10(c), (f), (g), and (j); and (ii) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other Parties of any representation, warranty, covenant or agreement contained herein prior to such termination. In the event that Habit determines to abandon the IPO after the occurrence of some or all of the events described in Sections 3, 4 and 5, the Parties agree, as applicable, (a) to amend the applicable Recapitalization Documents so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to Habit LLC and each of its respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Existing LLC Agreement and (b) to the extent possible and without material adverse effect on any Party, to rescind the other transfers, exchanges and other actions described in Section 3 and consummated prior to such abandonment.
Appears in 3 contracts
Samples: Recapitalization Agreement, Recapitalization Agreement (Habit Restaurants, Inc.), Recapitalization Agreement (Habit Restaurants, Inc.)
No Liabilities in Event of Termination; Certain Covenants. In the event that Habit Norcraft determines in writing to abandon the IPO prior to the occurrence of each of the events described in Sections 3, 4 and 5, (i) this Agreement shall automatically terminate and be of no further force or effect except for this Section 6 7 and Sections 10(c11(c), (f), (g), (j) and (j); k) and (ii) there shall be no liability on the part of any of the Parties hereto, except that such termination shall not preclude any Party from pursuing judicial remedies for damages and/or other relief as a result of the breach by the other Parties of any representation, warranty, covenant or agreement contained herein prior to such termination. In the event that Habit Norcraft determines to abandon the IPO after the occurrence of some or all of the events described in Sections 3, 4 and 5, the Parties agree, as applicable, (a) to amend the applicable Recapitalization Reorganization Documents so that the governance, transfer restrictions, liquidity rights and other provisions therein with respect to Habit LLC Holdings and each of its their respective direct and indirect subsidiaries correspond in the aggregate in all substantive respects with the provisions contained in the Existing LLC Old Holdings LP Agreement and (b) to the extent possible and without material adverse effect on any Party, to rescind the other transfers, exchanges and other actions described in Section 3 4 and consummated prior to such abandonment.
Appears in 2 contracts
Samples: Reorganization Agreement (Norcraft Companies, Inc.), Reorganization Agreement (Norcraft Companies, Inc.)
