Section 3.1. Certain tasks and responsibilities. The CVR Agent shall not be liable for any action to be taken, suffered or omitted in connection with this Agreement, except to the extent of its wilful misconduct, fraud, bad faith or gross negligence (each determined by a final judgment and without appeal of a court of competent jurisdiction). Notwithstanding anything to the contrary, in no event shall any person be liable for any special, punitive, indirect, consequential or incidental loss or damage of any kind (including, but not limited to, loss of profits) arising out of any act or omission. The CVR Agent`s aggregate liability with respect to or in connection with this Agreement or any service provided or omitted under this Agreement, whether in contract, tort or otherwise, shall be limited to the amounts and shall not exceed the amounts paid by the Company to the CVR Agent under this Agreement as a fee. but excluding eligible expenses in the twelve (12) months immediately preceding the event for which recovery is requested by the CVR officer. Nothing in this Agreement shall require the CVR Agent to spend or risk spending or risk taking any action that it has reasonable grounds to believe would suspend or suspend expenses or liability, or otherwise incur financial liability in the performance of any of its obligations under this Agreement or in the exercise of its rights or powers. The Company`s obligations under these Sections 3.1 and 3.2 shall survive the withdrawal or withdrawal of a CVR Agent, the expiration of the CVRs and the termination of this Agreement. (b) Nothing in this Agreement prohibits or prevents the Company or any of its subsidiaries from selling all or part of its rights in all or part of the assets of the CVR Asset Pool. Transferable conditional value rights are much more attractive because investors do not need to own the acquired company when the merger is complete. Investors can buy this type of CVR until it expires and is delisted from the stock exchange.
As with shares and other securities, the price of contingent value rights fluctuates depending on investors` expectations and whether or not the milestone is reached. Section 3.4. Acceptance of the Order by the Successor. Each subsequently appointed CVR Agent shall issue, acknowledge and deliver to the Company and the outgoing CVR Agent any instrument accepting such appointment and consideration to this Agreement, and the retiring CVR Agent shall, in this regard, complete and provide such documentation as the Company may reasonably require and subsequently appoint such successor CVR Agent, without further action, Deed or delegation be endowed with all the rights, powers, trusts and obligations of the departing CVR agent. (i) prove the succession of another person for the Company and the assumption of such successor to the rights and obligations of the Company herein, if such succession and assumption of responsibility are in accordance with the terms of this Agreement; NOW, therefore, for and taking into account the agreements contained in this document and the completion of the plan for the benefit of all owners, it is agreed and agreed as follows: Imagine a scenario in which the acquiring company does not want to pay much, if any, for a drug (or other product) that may not work, has a limited market or may require a significant investment. On the other hand, the acquired company wants to get the full value of its assets and be able to show shareholders that it maximizes value for them. Section 7.6. Counterparties. This Agreement may be executed in any number of Counterparties, each of which shall be deemed to be the original instrument, and all such Counterparties shall together form the same Agreement. “Tax” means all federal, state, local and foreign revenues, profits, franchises, gross revenues, environment, customs duties, capital stock, severance pay, stamps, payroll, sales, employment, unemployment, disability, use, ownership, withholding tax, excise taxes, production, value added, occupancy and other taxes, as well as all interest, penalties and surtaxes levied in respect of such amounts, and all interest in respect of such penalties, and Surtaxes, in any case imposed by a government agency. “Shares” means the common shares of the Company with a par value of $0.01 per share.
“Value” means its fair market value in relation to the assets or liabilities of the CVR asset pool or other assets or liabilities that are to be measured for the purpose of calculating the total amount of the CVR pool or the total distributable amount (provided that the value of a hotel property or cvR asset pool does not include the nominal amount outstanding from upstream intercompany loans). The fair value determined by the independent appraiser will be reduced by all mortgage debts and other liabilities and liabilities (known, unknown, absolute, accumulated, contingent or otherwise) in respect of such hotel property that have not been assumed or submitted by the purchaser, unless expressly reflected in the measurement as a reduction in fair value. Without duplication of effort, the fair value of all other assets and liabilities included in the CVR asset pool that are not hotel properties is determined on the basis of the last quarterly balance sheet of the CVR holding company presented by the Company in accordance with section 4.3(a). The fair value of any non-cash consideration actually received in relation to a withholding amount shall be determined by the independent investment banker. The fair market value of a holdback amount that remains conditional at the time of final payment, but is not yet payable under the applicable definitive agreement, is the hold value of that withholding amount; provided that the withholding value of that withholding amount is included in the calculation of the total value of the CVR asset pool on the final payment date only if the Entity decides to include that withholding value in such a calculation in accordance with Article 2.4(d)(vi)(A) and that the withholding value is determined in accordance with Article 2.4(d)(vii). (a) Contingency rights in shares shall have no voting or dividend rights and no interest shall accrue on amounts payable to a holder in respect of any rights to shares. .