Wind-Down Plan. Set forth on Exhibit A is a copy of the plan for the closing and winding down of all current businesses of Novoste and each of its Subsidiaries (including, without limitation, terminating all operations and all contractual commitments and other obligations) (such plan, as amended pursuant to and in accordance with the provisions of this Section 2.8, the “Wind Down Plan”). The Wind Down Plan reflects the good faith estimate of Novoste as to the expenses to be incurred and the revenue to be generated by Novoste in the course of the implementation and execution of the Wind Down Plan, and with respect to amounts to be set forth on the Final Calculation Statement, includes Novoste’s good faith estimate of such amounts assuming the close and wind down of all current businesses of Novoste and its Subsidiaries shall be completed as projected and reflected on the Wind Down Plan. Attached to the Wind Down Plan is a worksheet (the “Worksheet”) setting forth (A) the number of Total Novoste Effective Time Shares (with breakdown to the categories described in Section 2.7(c)(xi)), (B) the number of Total ONI Effective Time Common Stock (with breakdown to the categories described in Section 2.7(c)(xii)) and the number of shares of Total ONI Effective Time Series A, in each case of clauses (A) and (B) above, that would be in effect if the Effective Date was the date hereof, (C) the Novoste Valuation based on the amount of the Novoste Net Cash Assets as reflected on the Wind Down Plan (Exhibit A), and (D) a detailed calculation of the Total Consideration Shares and the Common Stock Exchange Ratio and the Series A Exchange Ratio that would be in effect if (1) the Effective Date was the date hereof, (2) the amount of the Novoste Net Cash Assets was as reflected on the Wind Down Plan (Exhibit A), and (C) the ONI Valuation was $20,000,000. Unless otherwise agreed in writing by Novoste and ONI, following the date hereof, Novoste shall continue to implement and execute the closing and wind down of all businesses and operations of Novoste and its Subsidiaries pursuant to and in accordance with the Wind Down Plan (Exhibit A).
Wind-Down Plan. The Company agrees to provide to Administrative Agent and the Lenders on or before July 15, 2012, a wind-down plan for the Loan Parties, which shall contain an outline of the timing and steps that management intends to undertake to execute an orderly liquidation of the Loan Parties. Such plan shall be approved by the Chief Restructuring Officer of the Company and the form of which shall be satisfactory to Administrative Agent and the Required Lenders in their sole discretion.
Wind-Down Plan. (a) Borrower shall at all times maintain a wind-down plan acceptable to the Administrative Agent in its Permitted Discretion (the “Wind-Down Plan”); provided, that, the Wind-Down Plan may be delivered as soon as possible after the Closing Date, but no later than the date that is ninety (90) days after the Closing Date . The Wind-Down Plan shall set forth a contingency plan for management and servicing of the Pledged Assets from and after the date on which either an Event of Default has occurred and is continuing or the Portfolio Debt to Free Cash Flow Ratio equals or exceeds 5.25:1.00, termination of the Servicer under the Servicing Agreement, and Boxxxxxx’x receipt of a written demand from the Administrative Agent to wind-down the Borrower (a “Wind-Down Plan Implementation Notice”). The Borrower shall promptly (and in any event within forty-five (45) days) implement the Wind-Down Plan in all material respects. The Wind-Down Plan shall be reviewed, and if appropriate, updated not less than annually to reflect any material change in the number or composition of the Pledged Assets, and each such update shall be delivered, and reasonably acceptable, to the Administrative Agent. In addition, upon the departure of any member of the WDSC (as defined in the Wind-Down Plan), the Borrower shall promptly (and in any event prior to the beginning of the calendar quarter immediately following such member’s departure), provide an updated Wind-Down Plan which identifies any replacement members of the WDSC and is otherwise reasonably acceptable to the Administrative Agent.
(b) From and after the date on which an Event of Default has occurred and is continuing or the Portfolio Debt to Free Cash Flow Ratio equals or exceeds 5.25:1.00, the Administrative Agent may, in its sole discretion, apply and/or utilize all funds in the Wind-Down Reserve Account in its sole discretion, including (i) applying such funds to repay the Obligations, (ii) utilizing such funds in accordance with the Wind-Down Plan (as such plan may be modified by the Administrative Agent in its sole discretion), and/or (iii) otherwise as shall be determined by the Administrative Agent to maximize recoveries from the Pledged Assets.
Wind-Down Plan. As soon as reasonably practicable after expiration of this Agreement, or receipt of delivery of a termination notice with respect to this Agreement or one or more Programs, Manager shall provide to Xxxxxx Bank in writing a proposed transition or wind-down plan, detailing (i) whether the affected Program(s) are to be wound down or transferred to a Successor Bank; and (ii) a proposed timeline, which shall designate a date as of which the affected Programs shall be wound down or transferred from Xxxxxx Bank to a Successor Bank (“Switchover Date”). Xxxxxx Bank and Manager shall meet promptly thereafter to review such proposed plan and to determine a mutually acceptable transition or wind-down plan (a “Wind-Down Plan”); provided, however, that if Xxxxxx Bank and Manager fail to reach mutual agreement on the Wind-Down Plan within [********], Xxxxxx Bank shall establish a Wind-Down Plan that is appropriate for the affected Program(s) and that is, to the extent practicable, substantially similar to other wind-down plans used by Xxxxxx Bank for other programs similar to the affected Program(s) hereunder, in which case such Wind-Down Plan shall be deemed to be approved by Manager.The wind-down or transition of any affected Program(s) shall occur as soon as reasonably possible and in no event later than one (1) year after expiration of this Agreement; provided, however, that such time period may extended by mutual written agreement of the Parties.Except as specifically set forth in this Agreement or the agreed upon plan for wind-down, each Party shall bear its own out-of-pocket costs and expenses associated with the wind-down of the Programs, except that Manager shall bear any costs and expenses charged by the Networks in connection with the termination of the BIN(s). Notwithstanding the foregoing, if Xxxxxx Bank terminates this Agreement for cause pursuant to Section 10.2 prior to expiration and a wind-down of any Program is required, Manager shall pay or Xxxxxx Bank may withhold from any amounts due to Manager all costs associated with notifying impacted Cardholders, issuing refund checks, and any amounts payable to Processor or other Third Party Service Providers to ensure the provision of their services continue through the end of the wind-down period, and all other out of pocket costs and expenses reasonably incurred by Xxxxxx Bank in connection with the wind-down activities described in this Section. Such costs shall be paid by Manager no later than [********] ...
Wind-Down Plan. Following a Brand Decommissioning Event, Monsanto and the Agent shall in good faith develop and agree upon a wind-down plan for the Roundup L&G Business (the “Wind-Down Plan”), and during the Wind-Down Period, the Agent (i) shall continue to serve as the Agent under this Agreement consistent with the Wind-Down Plan, (ii) shall assist Monsanto in winding down the Roundup L&G Business consistent with the Wind-Down Plan, and (iii) shall not receive any Commission, or be required to make any Contribution Payment, with respect to the Wind-Down Period.
