The Restructuring Sample Clauses

The Restructuring. Prior to the Distribution, the Company shall take any and all steps necessary and desirable to segregate the assets, liabilities and other accounts properly belonging to each of the Company and ABF so as to assure the smooth and effective transition of the ABF Business after the Distribution. In connection with the restructuring and the assignment of assets and the assumption of liabilities rightfully belonging to each of the Company and ABF, the parties shall execute, or cause to be executed by the appropriate entities, the conveyancing and assumption instruments in such forms as the parties shall reasonably agree.

The Restructuring. Business Separation 10 Section 2.2 Conveyancing and Assumption Agreements 11 Section 2.3 Certain Resignations 11 Section 2.4 Other Agreements 11 Section 2.5 Transfers Not Effected Prior to the Distribution 11 Section 2.6 Debt Exchange; Other Financing Arrangements 12 Section 2.7 Financial Instruments 13

The Restructuring. Prior to the Closing Date, the 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 Excluded Business by way of assigning, conveying and transferring (i) the Excluded Business, including all of the Excluded Contracts, to Endan; and (ii) 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 Endan, which shall assume all liabilities for the 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...

The Restructuring. Prior to the Closing, Indigo Parent will procure that the Restructuring shall occur in accordance with the Indigo Steps Plan, subject to any variations which are not material in nature.

The Restructuring. The terms of the Restructuring shall be as set forth in the Annex hereto.

The Restructuring. Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Intercompany Agreements 19 Section 2.3 Settlement of Intercompany Account 19

The Restructuring. Parent shall take the following actions prior to Closing (except with respect to Sections 9.1(a)(ii) and 9.1(i), wherein certain actions may be taken after the Closing, as indicated therein), notwithstanding any terms or provisions of this Agreement expressly or impliedly to the contrary.

The Restructuring. Prior to the Distribution, the Company will cause the following transactions to occur, but not necessarily in the order listed: (i) the Merger of ▇▇▇▇▇▇▇▇ with and into Hotel; (ii) the Company to contribute to Hotel's capital $4,100,000 of 8% Class A Preferred Stock of PPRA (the "Condado Plaza Preferred Stock"), together with accrued and unpaid dividends and net intercompany accounts due the Company from the Hotel and Casino Business (approximately $4,500,000 as of December 31, 1996) excluding the amount due from the Company to ESJ; (iii) the Company to pay its outstanding intercompany receivable due ESJ (approximately $5,077,000 at December 31, 1996); (iv) the Company to make a capital contribution to Hotel of an amount when added to the amount of the intercompany receivable due ESJ equals $6,000,000; (v) PPRA to pay all accrued and unpaid dividends on the Condado Plaza Preferred Stock and redeem a portion of such shares for an aggregate redemption price exclusive of dividends of approximately $2,050,000 (vi) WHGI to pay dividends of not less than $3,500,000 to the holders of WHGI common stock (vii) WPI to merge with and into ESJ; and (viii) Hotel to transfer to PPRA all of the common stock of ESJ and the capital stock of WHGI owned by it in consideration of the issuance of additional shares of capital stock of PPRA. The foregoing transactions are hereinafter collectively referred to as the "Restructuring."

The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 11 Section 2.2 QCP Assets and HCP Assets 14 Section 2.3 QCP Liabilities and HCP Liabilities 15 Section 2.4 Termination of Intercompany Agreements 15 Section 2.5 Settlement of Intercompany Accounts 16 Section 2.6 Replacement of Guarantees 16