Structuring. The parties and their advisors shall in good faith consider and investigate whether the transactions contemplated by this Agreement may be effected in a manner that is more tax efficient than that set out herein. If, following such investigation, the parties deem it necessary or advisable, the parties shall amend this Agreement in order to provide for a more tax efficient structure.
Structuring. On or prior to July 9, 2009 (unless such date is extended by the agreement of the parties hereto), Abraxas shall calculate an estimate, based on the best information then available, the amount of the recapture income, if any, that would be recognized on a per Energy Common Unit basis by the Unaffiliated Unitholders pursuant to Section 751 or Section 1245 of the Code, as applicable (the “Recapture Amount”), as a result of the transactions contemplated by this Agreement (the “Tax Calculation”). In the event the Tax Calculation results in a positive per unit Recapture Amount, the parties to this Agreement (a) agree to restructure the Merger and the transactions contemplated hereby so that based on the advice of tax counsel to the parties and the Unaffiliated Unitholders, the Merger can be structured in the most tax efficient manner practicable; provided that such restructuring does not cause Abraxas to be in violation of any of the terms of this Agreement and (b) if such restructuring does not reduce the Recapture Amount to zero, the Unaffiliated Unitholders’ obligations under Section 1.1 of the Voting Agreement may be terminated by the Unaffiliated Unitholders. In addition, Abraxas agrees to utilize the methodology used in the Tax Calculation when filing Energy’s final Tax Return.
Structuring. Buyer will cooperate with ABI to discuss in good faith commercially reasonable structuring steps, which may include steps taken in advance of the Closing or steps taken after the Closing, and Buyer shall cooperate in implementing any such steps that may be advantageous to ABI; provided, however, that Buyer shall not be required to take any action pursuant to this Section 9.15 if such action would (i) impose an additional non-de minimis cost, expense or Loss on Buyer or any of its Affiliates, or (ii) otherwise adversely affect Buyer or any of its Affiliates, in any respect (including by causing Buyer or any of its Affiliates to incur additional Taxes or by impacting the timing, terms or cost of the Financing), except in the case of (x) out-of-pocket expenses to third-party service providers, or (y) the direct cost of the use of Buyer’s internal resources, in each case that are paid directly or reimbursed promptly by ABI.
Structuring. The Parties and their advisors shall in good faith consider and investigate whether the transactions contemplated by this Agreement may be effected in a manner which is more tax efficient than that set out herein. If, following such investigation, the Parties deem it necessary or advisable, the Parties shall amend the Plan of Arrangement and/or this Agreement in order to provide for a more tax efficient structure. Notwithstanding the foregoing, neither Northgate nor AuRico shall be obligated to agree to any amendment if such amendment would have adverse tax or other consequences to (i) Northgate or the Northgate Shareholders, or (ii) AuRico or the AuRico Shareholders.
Structuring. He-Ro acknowledges that Nah-Nah may prior to Closing propose an alternative structure for the Contemplated Transactions and agrees that, unless in the reasonable opinion of He-Ro such alternative adversely affects the rights and obligations of He-Ro or Rounick or such alternative structure results in a net expense to He-Ro, the parties at or prior to Closing shall enter into such amendments hereto or other instruments and documents as shall be required to effect such alternative structure.
Structuring. The description set forth in the Prospectus, including, but not limited to, under the caption “Prospectus summary,” “Our corporate structure,” “Management’s discussion and analysis of financial condition and results of operations” and “Related party transactions” of the events and transactions concerning the Company’s arrangements with the Subsidiaries and the operations of any of the Subsidiaries (collectively, the “Structuring”) does not, and will not, as of the applicable effective date of the Registration Statement and any amendment thereof and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Structuring is in compliance with all existing with all existing PRC laws, rules and regulations.
Structuring. Seller acknowledges that Buyer may prior to Closing propose an alternative structure for the Contemplated Transactions and agrees that, unless in the reasonable opinion of Seller such alternative adversely affects the rights and obligations of Seller or the Shareholders or such alternative structure results in a net expense to Seller, the parties at or prior to Closing shall enter into such amendments hereto or other instruments and documents as shall be required to effect such alternative structure.
Structuring. The Parties and their advisors shall in good faith consider and investigate whether the transactions contemplated by this Agreement may be effected in a manner which is more tax efficient than that set out herein. If, following such investigation, the Parties deem it necessary or advisable, the Parties shall amend this Agreement in order to provide for a more tax efficient structure. Notwithstanding the foregoing, neither HPB nor Xxxxxxxxx shall be obligated to agree to any amendment if such amendment would have adverse tax or other consequences to: (i) HPB or the HPB Shareholders; or (ii) Bradstone or the Bradstone Shareholders.
Structuring. The parties will consider structuring the transactions described in this Term Sheet in a manner that preserves and maximizes tax efficiencies, including the Issuer’s NOLs and potential Investor tax considerations. Governance Rights: So long as the Investor owns 25% of the New Notes committed to be purchased pursuant to the Exchange Agreement ($50,000,000 principal amount of New Notes), the Investor has the right to appoint a single board observer to the Issuer’s board to attend and observe (but not vote) at all meetings of such boards and all committees thereof, whether in person, by telephone or otherwise, and whether regular or special.
Structuring. The Parties and their advisors shall in good faith consider and investigate whether the transactions contemplated by this Agreement may be effected in a manner which is more tax efficient than that set out herein. If, following such investigation, the Parties deem it necessary or advisable, the Parties shall amend the Plan of Arrangement and/or this Agreement in order to provide for a more tax efficient structure. Notwithstanding the foregoing, neither Alamos nor AuRico shall be obligated to agree to any amendment if (A) such amendment would have adverse tax or other consequences to (i) Alamos or the Alamos Shareholders, (ii) AuRico or the AuRico Shareholders or (iii) New AuRico; or (B) such amendment would impair, or delay the consummation of, the Arrangement. The Parties and their advisors shall in good faith consider and investigate preparing and mailing a joint circular for the AuRico Meeting and Alamos Meeting in lieu of each Party preparing and mailing its own information circular.
