Common use of Business Separation Clause in Contracts

Business Separation. (a) In connection with the transactions contemplated hereby, the parties shall, and shall cause each of their respective Subsidiaries to, as applicable, take all such actions as are necessary to cause, effect and consummate the transactions contemplated by the Contribution Agreements. (b) On or prior to the Distribution Date, Alloy and ▇▇▇▇▇*s shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. Alloy and ▇▇▇▇▇*s hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated, provided such modification, supplement or elimination (i) is necessary or appropriate to divide the existing businesses of Alloy so that the Merchandising Business shall be owned, directly or indirectly, by ▇▇▇▇▇*s, and (ii) does not, individually or in the aggregate, adversely affect the Alloy Business (other than to a de minimis extent). After the completion of the Corporate Restructuring Transactions, the Subsidiaries listed on Schedule 2.3(b) (other than any such Subsidiary that is liquidated or merged into or consolidated with another entity in connection with the Corporate Restructuring Transactions) shall be direct or indirect Subsidiaries of ▇▇▇▇▇*s. (c) Alloy and the ▇▇▇▇▇*s Parties shall use all commercially reasonable efforts to have Alloy and all other members of the Alloy Group released, on or prior to the Distribution Date or as soon as practicable thereafter, as a guarantor in respect of all guarantees of any ▇▇▇▇▇*s Group Liabilities, including, without limitation, under all existing retail store leases which Alloy has guaranteed, including those listed on Schedule 2.3(c) hereto, and under the existing mortgage on ▇▇▇▇▇*’s Hanover, Pennsylvania facilities. (d) It is the intention of the parties that all material transactions contemplated by this Section 2.3 shall be consummated prior to or on the Distribution Date; provided, however, that, if any such transactions shall not have been consummated prior to or on the Distribution Date, Alloy and ▇▇▇▇▇*s shall cooperate to effect such transactions as promptly as practicable after Distribution Date. Nothing contained in this Agreement shall be deemed to require the transfer of any properties, assets, rights or entitlements, the assumption of any Liabilities or the release of guarantees which, by their terms or by operation of Law, cannot be transferred, assumed or released; provided, however, that Alloy and the ▇▇▇▇▇*s Parties shall cooperate to seek to obtain any necessary consent or approval for any transfer, assumption or release contemplated by this Section 2.3. If any such transfer, assumption or release has not been consummated as of the Distribution Date, then, from and after the Distribution Date, the party who retains the applicable asset or Liability or who is not able to obtain a release of the applicable guarantee shall hold such asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto), shall retain such Liability for the account of the party by whom such Liability is to be assumed or shall hold the other parties harmless against the guarantee to be released, as the case may be, and take such other action as may be reasonably requested by the party to whom such asset is to be transferred, from whom such liability is to be assumed or for the benefit of whom such guarantee is to be released, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such asset been transferred, such liability assumed or such guarantee released as contemplated hereby. As and when any such asset becomes transferable, such liability becomes assumable or such release is obtainable, the transfer, assumption or release thereof shall be effected forthwith by the parties hereto. (e) Alloy and the ▇▇▇▇▇*s Parties shall, as part of the Corporate Restructuring Transactions, use commercially reasonable efforts to cooperate in transferring to ▇▇▇▇▇*s all licenses, permits and authorizations that relate to the Merchandising Business (the “▇▇▇▇▇*s Licenses”) but that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise (or, in the case of any ▇▇▇▇▇*s Licenses that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise that are not transferable under applicable Law, obtaining new licenses, permits and authorizations from the relevant Governmental Entities in the name of ▇▇▇▇▇*s to replace such ▇▇▇▇▇*s Licenses). If any such transfer of the ▇▇▇▇▇*s Licenses (or the grant of any new licenses, permits and authorizations to replace such ▇▇▇▇▇*s Licenses) cannot be effected prior to the Distribution Date, Alloy shall, except as prohibited by applicable Law, allow ▇▇▇▇▇*s to operate the Merchandising Business under such ▇▇▇▇▇*s Licenses until such transfer can be effected (or new licenses, permits and authorizations are granted by the relevant Governmental Entities).

Business Separation. (a) In connection with the transactions contemplated hereby, the parties shall, and shall cause each of their respective Subsidiaries to, as applicable, take all such actions as are necessary to cause, effect and consummate the transactions contemplated by the Contribution Agreements. (b) On or prior to the Distribution Dividend Date, Alloy WZE and ▇▇▇▇▇*s shall, and Interim shall take or cause each of their respective Subsidiaries to, as applicable, take such to be taken all actions as are necessary to causecause the transfer, effect and consummate the Corporate Restructuring Transactions. Alloy and ▇▇▇▇▇*s hereby agree that any assignment, delivery, license or other transfer or conveyance to Interim or one or more wholly owned Subsidiaries of Interim designated by Interim of all right, title and interest in and to Interim Assets held by WZE. (b) Following the spinoff, all rights, title and obligations, of the Corporate Restructuring Transactions may be modifiedParties with regard to the following assets/benefits shall belong to Interim: The Cash balance held by Interim at the date of separation. All Certificates of deposit held by Interim at the date of separation. All prepaid expenses including retainers and security deposits. All furniture, supplemented or eliminatedfixtures, provided such modificationcomputers, supplement or elimination (i) is necessary or appropriate trade show booth and equipment. All intercompany receivables from, payables to divide the existing businesses of Alloy so that the Merchandising Business shall be owned, directly or indirectly, by ▇▇▇▇▇*s, and (ii) does not, individually or investments in the aggregate, adversely affect the Alloy Business (other than to a de minimis extent). After the completion of the Corporate Restructuring Transactions, the Subsidiaries listed on Schedule 2.3(b) (other than any such Subsidiary that is liquidated or merged into or consolidated with another entity in connection with the Corporate Restructuring Transactions) shall be direct or indirect Subsidiaries of ▇▇▇▇▇*s.WZE. (c) Alloy The separation of Interim Assets from WZE, as contemplated by this Agreement, shall be effected in a manner that does not unreasonably disrupt either the Interim Business or the WZE Business. Notwithstanding the foregoing, WZE and the ▇▇▇▇▇*s Parties shall Interim agree, and agree to cause their respective Subsidiaries, to use all commercially reasonable efforts to have Alloy and all other members of obtain, before the Alloy Group releasedDividend Date, on or prior to the Distribution Date or as soon as practicable thereafter, as a guarantor in respect of all guarantees of any ▇▇▇▇▇*s Group Liabilities, including, without limitation, under all existing retail store leases which Alloy has guaranteed, including those listed on Schedule 2.3(c) hereto, and under the existing mortgage on ▇▇▇▇▇*’s Hanover, Pennsylvania facilitiesConsents. (d) It is Prior to the intention Dividend, WZE and Interim will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to Interim, all contractual arrangements between or among WZE, any of its Subsidiaries and any other Person that either (i) relate to the parties that all material transactions contemplated by this Section 2.3 shall be consummated prior Interim Business or (ii) relate solely to or on the Distribution Date; providedInterim Business, however, that, if any such transactions shall not have been consummated prior to or on the Distribution Date, Alloy and ▇▇▇▇▇*s shall cooperate to effect such transactions as promptly as practicable after Distribution Date. Nothing contained in this Agreement shall be deemed to require the transfer of any properties, assets, rights or entitlements, the assumption of any Liabilities or the release of guarantees whichbut, by their terms, contain provisions applicable to WZE, so that, after the Dividend Date, such contractual arrangements (x) will relate solely to the Interim Business and (y) will eliminate any provisions applicable to WZE or any Subsidiary and, in either event, will inure to the benefit of Interim on substantially the same economic terms or by operation of Law, cannot be transferred, assumed or released; provided, however, that Alloy and the ▇▇▇▇▇*s Parties shall cooperate to seek to obtain any necessary consent or approval for any transfer, assumption or release contemplated by this Section 2.3. If any as such transfer, assumption or release has not been consummated arrangements exist as of the Distribution Datedate hereof, then, from but retain any benefits or rights (and after the Distribution Date, the party who retains the applicable asset or Liability or who is not able related obligations) relating to obtain a release of the applicable guarantee shall hold such asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto), shall retain such Liability for the account of the party by whom such Liability is to be assumed or shall hold the other parties harmless against the guarantee to be released, as the case may be, and take such other action as may be reasonably requested by the party to whom such asset is to be transferred, from whom such liability is to be assumed or for the benefit of whom such guarantee is to be released, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such asset been transferred, such liability assumed or such guarantee released as contemplated hereby. As and when any such asset becomes transferable, such liability becomes assumable or such release is obtainable, the transfer, assumption or release thereof shall be effected forthwith by the parties heretoWZE. (e) Alloy Except as otherwise specifically set forth herein, the rights and obligations of the parties with respect to Taxes shall be governed exclusively by Article VIII of this Agreement and the ▇▇▇▇▇*s Parties shallTax Matters Agreement. Accordingly, Taxes shall not be treated as part of the Corporate Restructuring TransactionsAssets or Liabilities for purposes of, use commercially reasonable efforts to cooperate in transferring to ▇▇▇▇▇*s all licenses, permits and authorizations that relate to the Merchandising Business (the “▇▇▇▇▇*s Licenses”) but that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise (orbe governed by, in the case of any ▇▇▇▇▇*s Licenses that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise that are not transferable under applicable Law, obtaining new licenses, permits and authorizations from the relevant Governmental Entities in the name of ▇▇▇▇▇*s to replace such ▇▇▇▇▇*s Licenses). If any such transfer of the ▇▇▇▇▇*s Licenses (or the grant of any new licenses, permits and authorizations to replace such ▇▇▇▇▇*s Licenses) cannot be effected prior to the Distribution Date, Alloy shall, except as prohibited by applicable Law, allow ▇▇▇▇▇*s to operate the Merchandising Business under such ▇▇▇▇▇*s Licenses until such transfer can be effected (or new licenses, permits and authorizations are granted by the relevant Governmental Entities)this Section 2.1.

Business Separation. (a) In connection with the transactions contemplated hereby, the parties shall, and shall cause each of their respective Subsidiaries to, as applicable, take all such actions as are necessary to cause, effect and consummate the transactions contemplated by the Contribution Agreements. (b) On or prior to the Distribution Dividend Date, Alloy WZE and ▇▇▇▇▇*s shall, and FHA shall take or cause each of their respective Subsidiaries to, as applicable, take such to be taken all actions as are necessary to causecause the transfer, effect and consummate the Corporate Restructuring Transactions. Alloy and ▇▇▇▇▇*s hereby agree that any assignment, delivery, license or other transfer or conveyance to FHA or one or more wholly owned Subsidiaries of FHA designated by FHA of all right, title and interest in and to FHA Assets held by WZE. (b) Following the spinoff, all rights, title and obligations, of the Corporate Restructuring Transactions may be modifiedParties with regard to the following assets/benefits shall belong to FHA: The Cash balance held by FHA at the date of separation. All Certificates of deposit held by FHA at the date of separation. All prepaid expenses including retainers and security deposits. All furniture, supplemented or eliminatedfixtures, provided such modificationcomputers, supplement or elimination (i) is necessary or appropriate trade show booth and equipment. All intercompany receivables from, payables to divide the existing businesses of Alloy so that the Merchandising Business shall be owned, directly or indirectly, by ▇▇▇▇▇*s, and (ii) does not, individually or investments in the aggregate, adversely affect the Alloy Business (other than to a de minimis extent). After the completion of the Corporate Restructuring Transactions, the Subsidiaries listed on Schedule 2.3(b) (other than any such Subsidiary that is liquidated or merged into or consolidated with another entity in connection with the Corporate Restructuring Transactions) shall be direct or indirect Subsidiaries of ▇▇▇▇▇*s.WZE. (c) Alloy The separation of FHA Assets from WZE, as contemplated by this Agreement, shall be effected in a manner that does not unreasonably disrupt either the FHA Business or the WZE Business. Notwithstanding the foregoing, WZE and the ▇▇▇▇▇*s Parties shall FHA agree, and agree to cause their respective Subsidiaries, to use all commercially reasonable efforts to have Alloy and all other members of obtain, before the Alloy Group releasedDividend Date, on or prior to the Distribution Date or as soon as practicable thereafter, as a guarantor in respect of all guarantees of any ▇▇▇▇▇*s Group Liabilities, including, without limitation, under all existing retail store leases which Alloy has guaranteed, including those listed on Schedule 2.3(c) hereto, and under the existing mortgage on ▇▇▇▇▇*’s Hanover, Pennsylvania facilitiesConsents. (d) It is Prior to the intention Dividend, WZE and FHA will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to FHA, all contractual arrangements between or among WZE, any of its Subsidiaries and any other Person that either (i) relate to the parties that all material transactions contemplated by this Section 2.3 shall be consummated prior FHA Business or (ii) relate solely to or on the Distribution Date; providedFHA Business, however, that, if any such transactions shall not have been consummated prior to or on the Distribution Date, Alloy and ▇▇▇▇▇*s shall cooperate to effect such transactions as promptly as practicable after Distribution Date. Nothing contained in this Agreement shall be deemed to require the transfer of any properties, assets, rights or entitlements, the assumption of any Liabilities or the release of guarantees whichbut, by their terms, contain provisions applicable to WZE, so that, after the Dividend Date, such contractual arrangements (x) will relate solely to the FHA Business and (y) will eliminate any provisions applicable to WZE or any Subsidiary and, in either event, will inure to the benefit of FHA on substantially the same economic terms or by operation of Law, cannot be transferred, assumed or released; provided, however, that Alloy and the ▇▇▇▇▇*s Parties shall cooperate to seek to obtain any necessary consent or approval for any transfer, assumption or release contemplated by this Section 2.3. If any as such transfer, assumption or release has not been consummated arrangements exist as of the Distribution Datedate hereof, then, from but retain any benefits or rights (and after the Distribution Date, the party who retains the applicable asset or Liability or who is not able related obligations) relating to obtain a release of the applicable guarantee shall hold such asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto), shall retain such Liability for the account of the party by whom such Liability is to be assumed or shall hold the other parties harmless against the guarantee to be released, as the case may be, and take such other action as may be reasonably requested by the party to whom such asset is to be transferred, from whom such liability is to be assumed or for the benefit of whom such guarantee is to be released, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such asset been transferred, such liability assumed or such guarantee released as contemplated hereby. As and when any such asset becomes transferable, such liability becomes assumable or such release is obtainable, the transfer, assumption or release thereof shall be effected forthwith by the parties heretoWZE. (e) Alloy Except as otherwise specifically set forth herein, the rights and obligations of the parties with respect to Taxes shall be governed exclusively by Article VIII of this Agreement and the ▇▇▇▇▇*s Parties shallTax Matters Agreement. Accordingly, Taxes shall not be treated as part of the Corporate Restructuring TransactionsAssets or Liabilities for purposes of, use commercially reasonable efforts to cooperate in transferring to ▇▇▇▇▇*s all licenses, permits and authorizations that relate to the Merchandising Business (the “▇▇▇▇▇*s Licenses”) but that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise (orbe governed by, in the case of any ▇▇▇▇▇*s Licenses that are held in the name of Alloy or any other member of the Alloy Group or any of their respective employees, officers, directors, stockholders, agents or otherwise that are not transferable under applicable Law, obtaining new licenses, permits and authorizations from the relevant Governmental Entities in the name of ▇▇▇▇▇*s to replace such ▇▇▇▇▇*s Licenses). If any such transfer of the ▇▇▇▇▇*s Licenses (or the grant of any new licenses, permits and authorizations to replace such ▇▇▇▇▇*s Licenses) cannot be effected prior to the Distribution Date, Alloy shall, except as prohibited by applicable Law, allow ▇▇▇▇▇*s to operate the Merchandising Business under such ▇▇▇▇▇*s Licenses until such transfer can be effected (or new licenses, permits and authorizations are granted by the relevant Governmental Entities)this Section 2.1.