Common use of Separation Documents Clause in Contracts

Separation Documents. In connection with, and in furtherance of, the Transfers and the Assumptions contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities, any Separation Documents reasonably necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its Transferred Assets and the valid and effective Assumption by the applicable Party of Liabilities it has Assumed, for Transfers and Assumptions to be effected pursuant to applicable Laws, including the Transfer of owned real property by deeds as may be appropriate and in form and substance as required by the jurisdiction in which the owned real property is located. The Separation Documents shall not contain (a) any indemnities that conflict with this Agreement or (b) any representations or warranties, except to the extent required to comply with applicable Laws, and, to the extent that any provision of a Separation Document does conflict with any provision of this Agreement, this Agreement shall govern and control; provided that no such Separation Document shall by its express terms (i) provide that a member of the Spinco Group is Assuming from a member of the Remainco Group Liabilities that are not Spinco Liabilities or (ii) provide that a member of the Remainco Group is Assuming from a member of the Spinco Group Liabilities that are not Remainco Retained Liabilities. If reasonably practicable, Remainco shall (A) deliver to Merger Partner drafts of any Separation Documents to effect the Transfer of any Spinco Assets from a Post-Closing Remainco Group Member to a member of the Spinco Group or the Assumption by a member of the Spinco Group of any Spinco Liabilities from a Post-Closing Remainco Group Member, (B) provide Merger Partner a reasonable opportunity to review such drafts and (C) consider in good faith any comments made by ▇▇▇▇▇▇ Partner and its Representatives on such drafts. Transfers of capital stock shall be effected by means of executed stock powers and notation on the record books of the Entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to equity and, only to the extent required by applicable Law, by notation on public registries. 1.8

Separation Documents. In connection with, and in furtherance of, the Transfers and the Assumptions contemplated by this Agreement, the Parties Remainco and Spinco shall execute or cause to be executed, on or after the date hereof by the appropriate entitiesmembers of the Remainco Group and the appropriate members of the Spinco Group, any Separation Documents reasonably necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its Transferred Assets and the valid and effective Assumption by the applicable Party of Liabilities it has Assumed, for Transfers and Assumptions to be effected pursuant to applicable Laws, in such forms as are reasonably acceptable to Remainco and Buyer (such acceptance not to be unreasonably withheld, conditioned or delayed), including the Transfer of owned real property by deeds as may be appropriate and in form and substance as required by the jurisdiction in which the owned real property is located. The Separation Documents shall not contain (a) any indemnities that conflict with this Agreement or (b) any representations or warranties, except to the extent required to comply with applicable Laws, and, to the extent that any provision of a Separation Document does conflict with any provision of this Agreement, this Agreement shall govern and control; provided that no such Separation Document shall by its express terms (i) provide that a member of the Spinco Group is Assuming from a member of the Remainco Group Liabilities that are not Spinco Liabilities or (ii) provide that a member of the Remainco Group is Assuming from a member of the Spinco Group Liabilities that are not Remainco Retained Liabilities. If reasonably practicable, Remainco shall (A) deliver to Merger Partner Buyer drafts of any Separation Documents to effect the Transfer of any Spinco Assets from a Post-Closing Remainco Group Member to a member of the Spinco Group or the Assumption by a member of the Spinco Group of any Spinco Liabilities from a Post-Closing Remainco Group Member, and (B) provide Merger Partner Buyer a reasonable opportunity (and no less than five (5) Business Days) to review such drafts drafts. All Separation Documents shall be prepared, executed and (C) consider delivered in good faith any comments made a manner reasonably approved by R▇▇▇▇▇▇▇ Partner and its Representatives on Buyer (such draftsapproval not to be unreasonably withheld, conditioned or delayed). Transfers of capital stock shall be effected by means of executed stock powers and notation on the record books of the Entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to equity and, only to the extent required by applicable Law, by notation on public registries. 1.8.