Member Info for latpulldown

I read that exactly the same KTP and don't forget he has already given good evidence in chief prior to all this. Odd memory lapse but consistent message.

"@mountainous Mooky is very to the point and i just heard Mooky didnt want to cancel the transaction even during covid which means he would of still wanted to continue. "

"In chief" he went through this very point in great detail as well as refuting virtually all of the Cineplex claims and in a logical and believable manner. He has then gone on to further mention the same in cross exam and imho in an assured manner.

He is asking him questions which are not in his remit as the CEO and he answered calmy as such.

He was asked legal questions. Counsel for the deal dealt with that. That is why you hire them
He was asked financial questions and said he was "asking the wrong guy" and directed them to his brother Israel and Nisan Cohen the CFO. He did that several times.

He did excellent "in chief" and is doing very well in cross examination and shutting down the questioning if he doesn't know or not his responsibility. He comes across as honest and consistent throughout.

Give me a bet on Bond beating £70M and I'll take it. I'll be surprised if it's not close to £50M at the end of this weekend which will represent a full week. I'm just seeing extra strong demand that has continued from Monday right through with sellouts on my barometer cinema.

You missed Halloween Kills off the list. Maybe not in the same league as Venom or Dune but it's an iconic film and it might surprise. The first one is iconic. I'm not a horror movie fan but it's one I'll be going to see.

"Concerns that fuel and energy price rises will stoke inflation."

Yet TUI that has to fill the massive wings on its Dreamliners with fuel and for whom it will probably have a direct impact (unless hedged) has just gone marginally blue.

We sell cinema tickets at what are inexpensive and affordable prices and we drop 6% or 7%.

That's the market for you.

NOTHING TO DO WITH CONSENT chum. It was NEVER sought.

Come back when you can provide a shred of evidence on it.

It'll take about a week to work out who you were prior to re-registering. Much too much knowledge for a newbie.

lol on MF. It is treated like a comic on here.

Have you found one shred of evidence for consent for the Queensway deal yet?

Maybe you should concern yourself with putting a short position on Cineplex instead. Might make you a lot more money.

Anyways we have just had a bumper weekend lets get back to watching James Bind and Venom clocking up even more this weekend.

Cineplex had to get consent. They didn't.

You see the problem that they have?

Just a bit further for you from the Arrangement Agreements.

ARTICLE 4
COVENANTS
Section 4.1 Conduct of Business of the Company
(1) The Company covenants and agrees that, during the period from the date of this
Agreement until the earlier of the Effective Time and the time that this Agreement is
terminated in accordance with its terms, except: (i) with the prior written consent of the
Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as
required or contemplated by this Agreement or as expressly set out in the Company
Disclosure Letter; or (iii) as required by Law, the Company shall, and shall cause each of
its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with
Laws, and the Company shall, in good faith, use commercially reasonable efforts to
maintain and preserve its and its Subsidiaries’ business organization, assets, properties,
employees, goodwill and business relationships with customers, suppliers, partners and
other Persons with which the Company or any of its Subsidiaries has material business
relations.

And from 4.1 of the Arrangement Agreement here is the relevant Subsection at (y)

"(y) amend or modify in any material adverse respect or terminate or waive any
material right under any Lease or amend or modify any Lease in any
adverse manner that would not reasonably be expected to be considered
Ordinary Course, excluding the expiry of any Lease in accordance with its
terms, without any action taken by the Company or any of its Subsidiaries;

If you combine it with the relevant point from AB Stable it tells you that it is wrong not to seek consent. It is not a hollow gesture and that case deemed it to be a breach.

It would be helpful if you pop back with some evidence on where Consent was sought. We have all watched proceedings and know that it was never sought, and that was even despite fair warning being given.

Sparkling knowledge for one post.

You need to focus on the Queensway deal for $25M which was DONE WITHOUT ANY CONSENT when it was required under the Arrangement Agreement.

4. Seller’s Argument About Buyer Consent
Finally, Seller suggested in a footnote in its reply brief that any deviation from the
ordinary course of business could not constitute a breach of the Ordinary Course Covenant
because that provision permitted deviations if Buyer consented and further provided that
Buyer’s consent “shall not be unreasonably withheld.” Dkt. 472 at 51 n.34 (citing SA
§ 5.1(a)). During post-trial argument, Seller’s counsel returned to this argument at
somewhat greater length. See Dkt. 481 at 116. Seller admitted that it never sought Buyer’s
consent, but argued that if it had, then Buyer could not reasonably have withheld its
consent. According to Seller, consent therefore should be deemed given, meaning that
Seller did not breach the Ordinary Course Covenant.
Compliance with a notice requirement is not an empty formality. Notice to the buyer
is a prerequisite because it permits the buyer to engage in discussions with the seller and if
warranted, seek information about the situation under its access and information rights.
The buyer then can protect its interests. For example, it can propose reasonable conditions
to its consent, and it can anticipate and account for the implications of the non-ordinarycourse actions when planning for post-closing operations.
Seller did not cite any authority to support its Buyer-would-have-been-obligated-toconsent theory, much less any case involving an ordinary course covenant. Vast bodies of
188
case law, commentary, and scholarship address the giving of notice in other contexts. The
parties did not cite or discuss any of these authorities.
Absent authority suggesting a different outcome, the most logical reading of the
Ordinary Course Covenant is that Seller was required to seek Buyer’s consent before taking
action outside of the ordinary course. If Seller asked, and if Buyer refused, then Seller
could litigate the reasonableness of Buyer’s refusal. Seller admitted that it did not seek
Buyer’s consent under Section 5.1 until April 2, 2020, after it had already made major
operational changes.281
Seller waived this argument by not presenting it in a meaningful fashion. The notion
that Buyer might have been obligated to consent if asked does not provide grounds to
excuse the breach of the Ordinary Course Covenant.

They breached material clauses in the contract. End of.

A buy the dip scenario.

Might just tempt me to buy the dip and be patient.

Q4 with Christmas is the busiest time of year.

Yes its interesting that when everything else has been falling this is one of my beacons of light.

1. Failing to Seek Buyers Consent is wrong. It is not a hollow gesture and must be sought. Even if contractual clauses state that it could not be reasonably with-held. It is there to let the purchaser query things and they can if they wish impose conditions. If with-held the correct course of action is via the courts. Not to ignore it. (Queensway deal)
2. Ordinary course - "is not ordinary response to extraordinary events" It is the routine conduct of the business under normal circumstances. (Just by trying to make out you were doing the same as everyone else was in a pandemic (an extraordinary event) doesn't make it correct for the ordinary course).
3. Extraordinary changes that departed radically from normal and routine operations and that were wholly inconsistent with past practice and would lead to challenges in resuming operations, were a breach of the ordinary course. (e.g. +60 or in effect +90 days, with-holding rent, plus stopping payments to most studios)

Like I say plenty other case law out there on other points but this one was the first such pandemic contract ruling and these were the 3 key points. Ultimately the judge decides.

If you have the time read the verdict. There are 3 key points made in here that you should maybe familiarise yourself with and it might provide you with some context on which to understand things from now on.

1. Failing to Seek Buyers Consent is wrong. It is not a hollow gesture and must be sought. Even if contractual clauses state that it could not be reasonably with-held. It is there to let the purchaser query things and they can if they wish impose conditions. If with-held the correct course of action is via the courts. Not to ignore it.
2. Ordinary course - "is not ordinary response to extraordinary events" It is the routine conduct of the business under normal circumstances.
3. Extraordinary changes that departed radically from normal and routine operations and that were wholly inconsistent with past practice and would lead to challenges in resuming operations, were a breach of the ordinary course.

I cite only one piece of case law but it was the first applicable ruling in respect of the ending of contracts due to the pandemic. Different businesses and circumstances but it ruled in favour of the defendant and ruled in their favour.

I'll let you find the respective sections.

Court case is penned to finish on 22nd October.

It is NOT A JURY TRIAL and you won't get a quick decision. The judge retires to consider all the evidence, written submissions and to incorporate everything into their ruling.

Work out how long it would take to write a ruling like AB Stable which ruled in favour of the defendant (Cine in our case) , with all applicable case law, interpretation of terms and in some instances words plus writing all the cross references and footnotes. I'd say around December, maybe earlier, maybe later. You decide for yourself off the 243 pages.

https://courts.delaware.gov/Opinions/Download.aspx?id=313600

Meantimes we get on with presenting our side of the story and selling tickets in abundance.

If you were watching things you shouldn't have to ask.

mountainous - notebook entry.

Mountainous you need to learn to switch off and not respond to one line troll posts.

Today's direction solely sits with a 1 trade that constantly kept appearing on the Bid (market makers in all probability) Then again you get people trying to attribute all manner of reasons.

We have just had a record breaking weekend in the US and UK courtesy of Venom and Bond and it will be even better this weekend. Then it continues right through to the New Year with overlapping cumulative audiences.

Our defence incidentally is not waning in the slightest. If anything our case actually strengthened yesterday.