Common use of Business Separation Clause in Contracts

Business Separation. (a) On or prior to the Spin-Off Date, Geo Point Utah and Geo Point Nevada shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery, license or other transfer or conveyance to Geo Point Nevada of all right, title and interest in and to Geo Point Nevada assets and liabilities held by Geo Point Utah described in Exhibit A (collectively, the “Geo Point Nevada Assets”). (b) Except as set forth in Exhibit B, all rights, title and obligations of the Parties with regard to the items outlined in Exhibit A shall belong to Geo Point Nevada as of June 13, 2012 and the Spin-Off Date. (c) The separation of Geo Point Nevada Assets from Geo Point Utah, as contemplated by this Agreement, shall be effected in a manner that does not unreasonably disrupt either the Geo Point Nevada Business or the Geo Point Utah Business. Notwithstanding the foregoing, Geo Point Utah and Geo Point Nevada agree, and agree to cause their respective Subsidiaries, if any, to use commercially reasonable efforts to obtain, before the Spin-Off Date, any Consents. (d) Prior to the Dividend, Geo Point Utah and Geo Point Nevada will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to Geo Point Nevada, all contractual arrangements between or among Geo Point Utah, any of its Subsidiaries and any other Person that either (i) relate to the Geo Point Nevada Business or (ii) relate solely to the Geo Point Nevada Business, but, by their terms, contain provisions applicable to Geo Point Utah, so that, after the Spin-Off Date, such contractual arrangements (x) will relate solely to the Geo Point Nevada Business and (y) will eliminate any provisions applicable to Geo Point Utah or any Subsidiary and, in either event, will inure to the benefit of Geo Point Nevada on substantially the same economic terms as such arrangements exist as of the date hereof, but retain any benefits or rights (and related obligations) relating to Geo Point Utah. (e) 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 Tax Matters Agreement that is Exhibit B hereto. Accordingly, Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Section 2.1.