Separation and Distribution Agreement Clause Samples

Separation and Distribution Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation and Distribution Agreement, the terms of this Agreement shall govern.

Separation and Distribution Agreement. The Separation Agreement will govern the overall terms of the Separation. Prior to the Separation, SilverSun will contribute all of the issued and outstanding common stock of its wholly owned subsidiaries, SWK and SCS to SilverSun Holdings (the “Contribution”). Following the Contribution and the Mergers in accordance with the Merger Agreement, SilverSun will distribute all of our issued and outstanding common stock to the holders of SilverSun common stock as of the Record Date on a pro rata basis. Unless otherwise provided in the Separation Agreement or any of the related ancillary agreements, all assets will be transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder requires a consent that will not be obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder would be ineffective or would adversely affect the rights of the transferor thereunder so that the intended transferee would not in fact receive all such rights, the party retaining any asset that otherwise would have been transferred will use commercially reasonable efforts to promptly transfer, or cause the entity(ies) affiliated with it to promptly transfer, to the other party or the appropriate entity(ies). The Separation Agreement specifies conditions that must be satisfied or waived by SilverSun prior to the completion of the Separation, which are described further in “The Separation—Conditions to the Distribution.” In addition, ▇▇▇▇▇▇▇▇▇ has the right in its sole and absolute discretion to determine the date and terms of the Separation and will have the right, at any time until completion of the Distribution, to determine to abandon or modify the Distribution and to terminate the Separation Agreement. In addition, the Separation Agreement will govern the treatment of indemnification, insurance, and litigation responsibility and management of SilverSun Holdings, on the one hand, and Parent, on the other hand, after the Distribution Date. The Separation Agreement provides that SilverSun Holdings will indemnify SilverSun following the Distribution for any obligations and liabilities related to or arising from our business, on the one hand, and SilverSun and CCDC on the other hand, prior to the Distribution. Following the Distribution, SilverSun and SilverSun Holdings will indemnify the other party following the Distribution for any obligati...

Separation and Distribution Agreement. ▇▇▇▇▇▇▇ and Houston agree that concurrently with the execution hereof Houston and ▇▇▇▇▇▇▇ shall execute an amendment to the Separation and Distribution Agreement in the form attached as Exhibit F hereto. Chicago hereby agrees to the execution of such amendment.

Separation and Distribution Agreement. Separation and Distribution Agreement is defined in the second recital of this Agreement.

Separation and Distribution Agreement. Parent shall, and shall cause the Surviving Corporation to, comply with each of their respective obligations under that certain Separation and Distribution Agreement, dated as of July 31, 2013 (the “Separation and Distribution Agreement”), by and between the Company and IDT Corporation, including the obligations set forth under Section 11.05(a) thereof.

Separation and Distribution Agreement. To the extent not inconsistent with any specific term of this Agreement, the provisions of the Separation and Distribution Agreement shall apply in relevant part to this Agreement, including Article IX Termination; 10.1

Separation and Distribution Agreement. On or prior to the Distribution Date, all conditions precedent set forth in the Separation and Distribution Agreement shall have been satisfied, unless (i) the Company waives or amends any conditions which do not adversely affect the holders of Notes or (ii) the Required Holders consent to any waiver or amendment of such conditions.” Section 2.4. A new Section 9.11 is hereby added to the Note Purchase Agreements as follows:

Separation and Distribution Agreement. Aptevo and the Parent have entered into or will enter into a Separation and Distribution Agreement in connection with the Spin-Off (the “Separation Agreement”). The remedies expressly set forth in the Separation Agreement shall be the sole and exclusive remedies of the parties with respect to the transactions contemplated hereby.

Separation and Distribution Agreement. The provisions of this Agreement remain subject to, and nothing in this Agreement, express or implied, is intended to or shall be construed to supersede, modify, replace, amend, rescind, waive, expand or limit in any way the rights of the parties under, and the terms of, the Separation and Distribution Agreement, to be entered into between the Parent and CMDB in connection with the Separation, provided that the Separation and Distribution Agreement shall mean the Separation and Distribution Agreement in the form as finally executed and delivered by the Parent and CMDB. To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the Separation and Distribution Agreement, the Separation and Distribution Agreement shall govern, including with respect to the enforcement of the rights and obligations of the Parties to this Agreement. For the avoidance of doubt, the transactions contemplated by this Agreement constitute a part of the Separation (as defined in the Separation and Distribution Agreement).