Common use of Conditions to the Distributions Clause in Contracts

Conditions to the Distributions. The obligations of Remainco to effect the Distributions pursuant to this Agreement shall be subject to the fulfillment, or waiver (which waiver, other than in the case of the conditions to Remainco’s and Spinco’s obligations set forth in Article VII of the Merger Agreement, which are referred to in Section 3.2(c) below, shall require the prior consent of RMT Partner), at or prior to the Separation Effective Time of each the following conditions: (a) the Spinco Contribution (including the execution and delivery of the Ancillary Agreements) shall have been consummated; (b) Intermediateco shall have received the Cash Payment from Spinco; and (c) each of the conditions in Articles VI and VII of the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Internal Restructuring, the Distributions and/or the Merger; provided that such conditions are capable of being satisfied at such time).

Conditions to the Distributions. The obligations of Remainco to effect the Distributions pursuant to this Agreement shall be subject to the fulfillment, or waiver (which waiver, other than in the case of the conditions to Remainco’s and Spinco’s obligations set forth in Article VII of the Merger Agreement, which are referred to in Section 3.2(c) below, shall require the prior consent of RMT Partner), at or prior to the Separation Effective Time of each the following conditions: (a) the Spinco Contribution (including the execution and delivery of the Ancillary Agreements) shall have been consummated;consummated; (b) Intermediateco shall have received the Cash Payment from Spinco; Spinco; and (c) each of the conditions in Articles VI and VII of the Merger Agreement shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Internal Restructuring, the Distributions and/or the Merger; Merger; provided that such conditions are capable of being satisfied at such time).