Common use of The Restructuring Clause in Contracts

The Restructuring. (a) As of the date of this Agreement, the Previous Holders own 100% of the Shares and Interests. Prior to the Contribution Date, the Seller will acquire directly from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or by way of dividends) all of the Shares and Interests such that Seller becomes the sole direct, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaser, any of its Subsidiaries, any OFS Company or the Business, including for purposes of Section 3.03(d). (b) To effect the Restructuring and at its own expense Seller shall: (i) take its best efforts to, and to cause the Previous Holders or any of its Affiliates to take any and all actions required to effect the Restructuring in accordance with this Section 5.20 and Section 3.04(b) and (ii) take its best efforts to, and to cause the Previous Holders to, obtain any and all Permits, Consents, Approvals or Governmental Authorisations necessary or appropriate to effect the Restructuring in compliance with this Section 5.20 and Section 3.04(b), including but not limited to FAS Approval of the Restructuring. (c) Seller and Purchaser shall cooperate to ensure that the Restructuring is carried out by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that Purchaser hereby accepts and agrees the Restructuring may be completed notwithstanding the deferred payments to be made by Seller to the Previous Holders for the Interests and the Shares pursuant to the terms of the respective agreements between Seller and the Previous Holders used to effect the Restructuring, so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing no later than Contribution any rights to an Encumbrance on the Shares or Interests resulting from such deferred payments. In the event, prior to or on the Contribution Date, Seller desires to materially change the manner in which it effects the Restructuring, then Seller must obtain the Consent of Purchaser, such Consent not to be unreasonably withheld, conditioned or delayed. No fewer than 15 Business Days prior to the Contribution Date, Seller shall provide Purchaser copies of all documents, whether in final or draft form, that Seller has used or plans to use in effecting the Restructuring, except for supplements or addendums to the respective agreements between Seller and the Previous Holders made after the Final Completion Statement Date as specified under Section 5.20(a). Seller shall not take (or cause the OFS Companies or any Affiliates to take) any action to which Purchaser reasonably objects in writing. Copies of the Restructuring Documents shall be provided to Purchaser at Contribution on a DVD (the “Restructuring DVD”), which documents shall be considered part of the VDR for purposes of this Agreement. The delivery of the Restructuring DVD shall be deemed not to breach the covenant to close the VDR under Section 5.18.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Weatherford International Ltd./Switzerland)

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The Restructuring. (a) As Prior to the Closing, (i) the Company shall form a Delaware corporation as a wholly owned subsidiary of the date Company (the “New Holding Company”) and (ii) the New Holding Company shall form a Delaware corporation as a wholly owned subsidiary of the New Holding Company (“Holdco Merger Sub”). Except for obligations or liabilities incurred, or activities, agreements or arrangements engaged, in connection with its incorporation and the transactions contemplated by this Agreement, the Previous Holders own 100% of the Shares New Holding Company and Interests. Prior to the Contribution DateHoldco Merger Sub will not have incurred, the Seller will acquire directly from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or by way of dividends) all of the Shares and Interests such that Seller becomes the sole direct, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaserindirectly, any obligations or liabilities or engaged in any business activities of its Subsidiaries, any OFS Company type or the Business, including for purposes of Section 3.03(d)kind whatsoever or entered into any agreements or arrangements with any person. (b) To effect Upon the Restructuring terms and at its own expense Seller shall: (i) take its best efforts tosubject to the conditions set forth in this Agreement, and to cause the Previous Holders or any of its Affiliates to take any and all actions required to effect the Restructuring in accordance with this Section 5.20 and Section 3.04(b) and the General Corporation Law of the State of Delaware (ii) take its best efforts to, and to cause the Previous Holders to, obtain any and all Permits, Consents, Approvals or Governmental Authorisations necessary or appropriate to effect the Restructuring in compliance with this Section 5.20 and Section 3.04(b“DGCL”), including but not limited to FAS Approval at the Closing, Holdco Merger Sub shall be merged with and into the Company (the “Holding Company Merger”), whereupon the separate existence of Holdco Merger Sub will cease and the Company shall continue as the surviving corporation (following the conversion set forth below, the “Surviving Company”). As a result of the RestructuringHolding Company Merger, the Company shall become a wholly-owned Subsidiary of the New Holding Company. (c) Seller and Purchaser Immediately after the Holding Company Merger Effective Time (as defined below), the Company shall cooperate to ensure that be converted into a limited liability company formed under the Restructuring is carried out Delaware Limited Liability Company Act by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that Purchaser hereby accepts and agrees filing with the Restructuring may be completed notwithstanding the deferred payments to be made by Seller to the Previous Holders for the Interests and the Shares pursuant to the terms Secretary of State of the respective agreements between Seller and the Previous Holders used to effect the Restructuring, so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing no later than Contribution any rights to an Encumbrance on the Shares or Interests resulting from such deferred payments. In the event, prior to or on the Contribution Date, Seller desires to materially change the manner in which it effects the Restructuring, then Seller must obtain the Consent State of Purchaser, such Consent not to be unreasonably withheld, conditioned or delayed. No fewer than 15 Business Days prior to the Contribution Date, Seller shall provide Purchaser copies Delaware a certificate of all documents, whether in final or draft form, that Seller has used or plans to use in effecting the Restructuring, except for supplements or addendums to the respective agreements between Seller and the Previous Holders made after the Final Completion Statement Date as specified under Section 5.20(a). Seller shall not take (or cause the OFS Companies or any Affiliates to take) any action to which Purchaser reasonably objects in writing. Copies of the Restructuring Documents shall be provided to Purchaser at Contribution on a DVD conversion (the “Restructuring DVDCertificate of Conversion”), which documents executed in accordance with the relevant provisions of the DGCL and the Delaware Limited Liability Company Act. The conversion of the Company to a limited liability company (the “Conversion”) shall become effective at the time that the Certificate of Conversion has been duly filed with the Secretary of State of the State of Delaware, or at such later time on the Closing Date as Parent and the Company shall agree and specify in the Certificate of Conversion (the time the Conversion becomes effective, the “Conversion Effective Time”). (d) Immediately after the Conversion Effective Time, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be considered part merged with and into the New Holding Company (the “Merger”), whereupon the separate existence of Merger Sub will cease and New Holding Company shall continue as the surviving corporation. As a result of the VDR for purposes Merger, the New Holding Company shall become a wholly-owned Subsidiary of Parent. (e) Immediately after the Effective Time, upon the terms and subject to the conditions set forth in this Agreement. The delivery of , and in accordance with the Restructuring DVD DGCL, at the Sirius XM Radio Merger Effective Time (as defined below), the New Holding Company shall be deemed not to breach merged with and into Sirius XM Radio Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sirius XM Radio” and the covenant to close merger described in the VDR under Section 5.18immediately preceding sentence, the “Sirius XM Radio Merger”), whereupon the separate existence of New Holding Company will cease and Sirius XM Radio shall continue as the surviving corporation.

Appears in 1 contract

Samples: Merger Agreement (Sirius Xm Holdings Inc.)

The Restructuring. (a) As The Restructuring will be implemented through the filing of the date of this Agreement, Chapter 11 Cases and the Previous Holders own 100% confirmation and consummation of the Shares and Interests. Prior to the Contribution Date, the Seller will acquire directly from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or by way of dividends) all of the Shares and Interests such that Seller becomes the sole direct, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaser, any of its Subsidiaries, any OFS Company or the Business, including for purposes of Section 3.03(d)Plan. (b) To effect The Term Sheet is expressly incorporated herein by reference and is made part of this Agreement. References to "the Agreement," "this Agreement," "herein" or "hereof" include this Agreement and each of the Exhibits. Unless otherwise specified herein, the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." In the event the terms and conditions as set forth in the Exhibits and this Agreement are inconsistent, the terms and conditions as set forth in this Agreement shall govern. (c) Each Party shall negotiate in good faith and use commercially reasonable efforts to complete the definitive documentation (which shall include customary releases in favor of the Supporting Noteholders, the other Supporting Parties, management, directors and advisors) for the Restructuring and at its own expense Seller shall: the transactions contemplated by this Agreement as reasonably necessary and appropriate to consummate the Restructuring, including each of the Investment Agreement, the Plan and all documents that will comprise supplements to the Plan, the Disclosure Statement, the IFC-OFID Loan Purchase Agreement, the Management Services Agreement, if requested by the Majority Supporting Noteholders in a form to be mutually agreed by UABL S.A., the Majority Supporting Noteholders, the IFC Lender and the OFID Lender, and the Confirmation Order in a form to be mutually agreed by the Parties (collectively, the "Definitive Documents"), each of which shall be consistent in all material respects with this Agreement and the Term Sheet and shall be in form and substance, and with representations, warranties, covenants and other terms and conditions, except as otherwise specified above, reasonably acceptable to (i) take its best the Supporting Parties and (ii) the Company. (d) Each Party shall act in good faith and use commercially reasonable efforts to, and to cause the Previous Holders or any of its Affiliates to take any and all actions required to effect complete the Restructuring in accordance with this Section 5.20 the deadlines specified below, which deadlines in all cases may be extended by written agreement of the Company and Section 3.04(bthe Supporting Parties (collectively, the "Milestones"): (i) the Definitive Documents (other than the Management Services Agreement and the Confirmation Order) shall be in final form reasonably satisfactory in all material respects to the Company and the Supporting Parties on or before November 23, 2016; (ii) take its best efforts tothe Company shall (1) commence the Solicitation on or before November 30, 2016 and to cause (2) keep the Previous Holders to, obtain any and all Permits, Consents, Approvals or Governmental Authorisations necessary or appropriate to effect the Restructuring in compliance with this Section 5.20 and Section 3.04(b), including but not limited to FAS Approval of the Restructuring. (c) Seller and Purchaser shall cooperate to ensure that the Restructuring is carried out by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that Purchaser hereby accepts and agrees the Restructuring may be completed notwithstanding the deferred payments to be made by Seller to the Previous Holders for the Interests and the Shares pursuant to the terms of the respective agreements between Seller and the Previous Holders used to effect the Restructuring, so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing Solicitation open until no later than Contribution any rights January 4, 2017; (iii) the Chapter 11 Cases shall be commenced no later than January 10, 2017; (iv) the Company shall file a motion to an Encumbrance assume this Agreement on the Shares or Interests resulting from such deferred payments. In the event, prior to or on the Contribution Date, Seller desires to materially change the manner Petition Date that is in which it effects the Restructuring, then Seller must obtain the Consent of Purchaser, such Consent not to be unreasonably withheld, conditioned or delayed. No fewer than 15 Business Days prior form and substance reasonably satisfactory in all material respects to the Contribution DateCompany and the Supporting Parties; (v) the Parties shall support and take all steps reasonably necessary to obtain entry of an order approving this Agreement in all material respects (including approval of any fee and expense reimbursement payable hereunder, Seller including any Termination Fee payable to Sparrow) and the Company's assumption thereof, which order shall provide Purchaser copies be in form and substance reasonably satisfactory in all material respects to the Company and the Supporting Parties and shall be entered by the Bankruptcy Court (and not be stayed) no later than February 9, 2017; (vi) the hearing to confirm the Plan, and approve the Disclosure Statement and Solicitation in connection therewith shall be held as soon as reasonably practicable, but in no event later than February 27, 2017; and (vii) On or before February 28, 2017, (1) the Bankruptcy Court shall enter a Confirmation Order that is in form and substance reasonably satisfactory in all material respects to the Company and each of all documentsthe Supporting Parties confirming the Plan, whether in final or draft formwhich order shall (x) provide, inter alia, that Seller has used or plans to use the Parties have proceeded in effecting good faith in all respects in connection with the Restructuring, except for supplements or addendums to the respective agreements between Seller Chapter 11 Cases and the Previous Holders made after transactions contemplated by this Agreement and the Final Completion Statement Date as specified under Section 5.20(a). Seller shall not take Term Sheet and (or cause y) approve the OFS Companies or any Affiliates to take) any action to which Purchaser reasonably objects in writing. Copies Company's assumption of the Restructuring Documents Investment Agreement, the Management Services Agreement and the IFC-OFID Loan Purchase Agreement and (2) the Company shall be provided to Purchaser at Contribution on a DVD achieve substantial consummation of the Plan (the “Restructuring DVD”date of such consummation, the "Effective Date"), which documents shall be considered part of the VDR for purposes of this Agreement. The delivery of the Restructuring DVD shall be deemed not to breach the covenant to close the VDR under Section 5.18.

Appears in 1 contract

Samples: Restructuring Support Agreement (Ultrapetrol Bahamas LTD)

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The Restructuring. (a) As of the date of this Agreement, the Previous Holders own 100% of the Shares and Interests. Prior to the Contribution Closing Date, the Seller will acquire directly Sellers and the Company shall make their best effort to cause the Company and the Subsidiaries to complete a restructuring of the Business commenced prior to the date hereof, so as to separate the Retained Business from the Previous Holders in sale and purchase transactions (and not through other Persons or steps or Excluded Business by way of dividendsassigning, conveying and transferring (i) the Excluded Business, including all of the Shares and Interests such that Seller becomes the sole directExcluded Contracts, legal and beneficial owner of the OFS Companies as a result of such sale and purchase transactions. Seller shall be permitted to enter into supplements or addendums to the respective agreements between Seller and the Previous Holders after the Final Completion Statement Date in order to make the values assigned to the Shares and Interests consistent with the Allocation, provided that such supplements or addendums do not create any Liability (including for Taxes) for Purchaser, any of its Subsidiaries, any OFS Company or the Business, including for purposes of Section 3.03(d). (b) To effect the Restructuring and at its own expense Seller shall: (i) take its best efforts to, and to cause the Previous Holders or any of its Affiliates to take any and all actions required to effect the Restructuring in accordance with this Section 5.20 and Section 3.04(b) Endan; and (ii) take its best efforts the Retained Business and the Contracts to the Company; and (iii) the selling of the Excluded Subsidiaries to certain of the Sellers, all in a manner that will leave the Company and the Retained Subsidiary free of any rights and liabilities relating or connected to, arising under or resulting from the Excluded Business (the "Restructuring"). Without limiting the generality of the foregoing sentence, in connection with the implementation of the Restructuring the Company and the applicable Subsidiaries (as the case may be) shall, inter alia: 6.3.1 Assign each of the Excluded Contracts listed in Section 6.3.1(a) of the Company's Disclosure Schedule initially entered into by the Company or the Retained Subsidiary, to cause Endan, which shall assume all liabilities for the Previous Holders performance of such Excluded Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Excluded Contracts to the said assignment. It is agreed that each of the other parties to any Excluded Contract assigned to Endan shall execute and deliver to the Company, or the Retained Subsidiary, a letter of consent in the form attached hereto as Annex 5, or any other form agreed to in writing by the Buyer. 6.3.2 Assign each of the Contracts listed in Section 6.3.2 of the Company's Disclosure Schedule, initially entered into by one of the Excluded Subsidiaries, to the Company, which shall assume all liabilities for the performance of such Contracts (both with respect to the period preceding the assignment and thereafter) and rights thereunder, and obtain the written consent of the other parties to such Contracts to the said assignment. It is agreed that each of the other parties to any Contract assigned to the Company shall execute and deliver, a letter of consent in the form attached hereto as Annex 6, or any other form agreed to in writing by the Buyer. For the avoidance of doubt, nothing in this Section 6.3.2 shall derogate from the Seller's undertaking to indemnify the Buyer Indemnified Persons for any breach of the said Contracts occurring prior to the Closing Date, as provided and subject to the limitations set forth in Section 9.2 below. 6.3.3 Obtain the approval of Chief Scientist of the Ministry of Industry and Trade's Industrial Research and Development Administration or any other Government Entity to the Restructuring, to the extent required. 6.3.4 At Sellers' discretion, negotiated a preliminary Tax ruling with respect to each of the Sellers, in connection with the transactions contemplated by this Agreement and the Restructuring (the "Tax Ruling"); provided, however, that (i) the Sellers, the Company and the Retained Subsidiary shall refrain from making any representation in the name of the Company or the Retained Subsidiary in connection with the obtaining of the Tax Ruling, or taking any other action which may bind the Company or the Retained Subsidiary in any way with respect to, obtain or resulting from, the process of or the obtaining of the Tax Ruling; (ii) prior to the agreeing with the Tax authorities as to any binding Tax Ruling, the Sellers shall disclose the terms of any such Tax Ruling to the Buyer. Should the Buyer believe in good faith, and based on a written opinion obtained by it from a respectable tax advisor who is not then engaged by the Buyer or any affiliate thereof (other than for the purpose of obtaining such opinion), that the Tax Ruling is likely to have a material adverse effect on the Company, the Retained Subsidiary and/or the Buyer, then Buyer shall have the right to terminate the Agreement, in accordance with Section 8.1.3 below; and (iii) should all Permitsof the Closing Conditions included in Sections 7.1 and 7.3 be satisfied or waived prior to the date of receipt of the Tax Ruling, Consentsthe Buyer shall have the right to Close the transaction without the Sellers' obtaining the Tax Ruling. 6.3.5 Obtain any remaining consents and waivers from the Retained Employees and Excluded Employees, Approvals as contemplated under Section 4.17.4 above. 6.3.6 Assign, transfer or Governmental Authorisations necessary convey to Endan and cause Endan to assume all assets and liabilities associated with the Company's and/or DSS's leased real-estate. 6.3.7 Assign, transfer or appropriate convey to effect Endan and cause Endan to assume Mr. Yacov Neuwirth's debt to the Restructuring Coxxxxx xxx xxx other debt of any shareholders or any affiliates thereof to the Company or the Retained Subsidiary; 6.3.8 Assign transfer or convey to Endan and cause Endan to assume all intangible assets and goodwill associated with the Excluded Business, as well as all of the other assets and liabilities of the Company and the Retained Subsidiary including without limitation the Excluded Contracts, other than (i) the assets and liabilities directly connected to the Retained Business, reflected in compliance with the Reviewed Balance Sheet; (ii) other assets and liabilities (including, for the avoidance of doubt, intangible assets and/or goodwill) which the Parties shall have agreed not to assign to the Excluded Subsidiaries and which shall also be reflected on the Reviewed Balance Sheet; (iii) advance payments to the tax authorities on account of non-deductible expenses ("Odfot") in respect of the Company and the Retained Subsidiary, (iv) deferred Taxes of the Company and the Retained Subsidiary, (v) the fixed assets listed in Section 4.6 of the Company's Disclosure Schedule; and (vi) any other assets of the Company and the Subsidiaries that cannot be assigned to the Excluded Subsidiaries under the Applicable Laws. Assets of the Company and the Subsidiaries that were not included in the Reviewed Balance Sheet or fall within the criteria set forth in paragraphs (i) through (vi) above, shall be deemed transferred to the Excluded Subsidiaries under the Restructuring, and the Buyer shall sign all of the required documents to transfer them and the benefits resulting therefrom, to the Excluded Subsidiaries, if not transferred to the Excluded Subsidiaries prior to the Closing. 6.3.9 To the extent that (i) any Excluded Contract entered into by the Company or the Retrained Subsidiary or (ii) any Contract entered into by an Excluded Subsidiary, which should have been assigned, conveyed or transferred to or from the Company under this Section 5.20 6.3, as the case maybe, or any claim, right or benefit arising thereunder or resulting therefrom ("Un-assignable Contract"), is not capable of being conveyed, assigned or transferred without the approval, consent or waiver of the other party thereto, then except as expressly provided herein (and without derogating from the provisions of Section 6.1.2 above and Section 3.04(b)7.3.5 below (i.e., including but not limited to FAS Approval the Closing Condition regarding completion of the Restructuring. ), this Agreement shall not constitute a conveyance, assignment or transfer thereof, or an attempted sale, conveyance, assignment or transfer thereof absent such approvals, consents or waivers. From and after the Closing, (cA) Seller the Excluded Subsidiaries shall promptly and Purchaser shall cooperate to ensure that the Restructuring is carried out by Seller in a manner mutually and reasonably acceptable to Seller and Purchaser; provided that Purchaser hereby accepts and agrees the Restructuring may be completed notwithstanding the deferred payments to be made by Seller with reasonable degree of care pay to the Previous Holders for Company when received all monies received by any of the Interests Excluded Subsidiaries which are connected to or arising from the Retained Business (against the issuance of a valid tax receipt) and (B) the Company and/or the Retained Subsidiary shall promptly and with reasonable degree of care pay to the applicable Excluded Subsidiaries when received all monies received by them, which are connected to or arising from the Excluded Business (against the issuance of a valid tax receipt). During the first six-month period commencing on the Closing Date, each of the Company and the Shares Subsidiaries shall fulfill its obligations under this Section 6.3.9 free of charge. Upon the expiration of such six-month period, the Company shall have the right to charge the Excluded Subsidiaries, a fee in an amount of 1% (one percent) of any amounts collected and paid by it pursuant to the terms provisions of this Section 6.3.9, and upon the expiration of a period of 12 months from the Closing Date, the said fee shall be increased to 2% (two percent) of any amounts collected and paid by the Company pursuant to the provisions of this Section 6.3.9. Furthermore, the Company's obligation to collect and remit payments to the Excluded Subsidiaries under this Section 6.3.9 shall expire on the second anniversary of the respective agreements between Seller and Closing Date. For the Previous Holders used avoidance of doubt, the Excluded Subsidiaries shall not be entitled to effect collect any fees whatsoever in connection with the Restructuring, provision of the said service to the Company nor shall their obligation to do so long as the Previous Holders and their respective shareholders or equity interest owners, as applicable, have waived in writing no later than Contribution expire at any rights to an Encumbrance on the Shares or Interests resulting from such deferred payments. In the event, prior to or on the Contribution Date, Seller desires to materially change the manner in which it effects the Restructuring, then Seller must obtain the Consent of Purchaser, such Consent not to be unreasonably withheld, conditioned or delayed. No fewer than 15 Business Days time prior to the Contribution Date, Seller shall provide Purchaser copies completion of all documents, whether in final or draft form, that Seller has used or plans to use in effecting the Restructuring, except for supplements or addendums assignment of each of the Contracts to the respective agreements between Seller Company or the expiration of their term in accordance with the provisions thereof. Furthermore, for the avoidance of doubt, and not withstanding any of the Previous Holders made after limitations set forth in Article 9, it is agreed that the Final Completion Statement Date as specified under Person for the benefit of whom the collecting and paying services are performed pursuant to this Section 5.20(a6.3.9 (the "Beneficiary of the Service"). Seller , shall not take indemnify and hold harmless the Person providing such collecting and remittance services (or cause the OFS Companies or any Affiliates to take"Provider of Services"), from and against (x) any action liability arising from or connected to which Purchaser reasonably objects in writing. Copies the provision of such services and (y) any other liability resulting from the fact that the Provider of Services has remained the "front" vis-a-vis the legal relationship with the other party to the applicable Contract or Excluded Contract, as the case may be (including any liability resulting from the breach of such contract by the Beneficiary of the Restructuring Documents Service); provided however that nothing in this paragraph shall be provided construed to Purchaser at Contribution on a DVD (release the “Restructuring DVD”), which documents shall be considered part Provider of Services from its obligation to transfer to the Beneficiary of the VDR for purposes of this Agreement. The delivery Service, any funds received by it belonging to the Beneficiary of the Restructuring DVD shall be deemed not to breach Service, as provided in the covenant to close the VDR under Section 5.18previous paragraph.

Appears in 1 contract

Samples: Share Purchase Agreement (Data Systems & Software Inc)

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