Separation Transactions Sample Clauses
The Separation Transactions clause defines the terms and procedures governing the division of assets, liabilities, and operations between parties, typically in the context of a corporate spin-off or restructuring. It outlines how specific business units, intellectual property, contracts, or employees will be allocated to each party, and may detail the steps required to transfer ownership or operational control. This clause ensures a clear and orderly transition, minimizing disputes and confusion by specifying responsibilities and timelines for the separation process.
Separation Transactions. NRF contributes its 5.1% ownership interest in Trias Holdings-T(US), LLC and its 5.1% ownership interest in Prime Holdings-T(US), LLC to NRF Operating Partnership pursuant to the contribution agreement included in Annex II to the Contribution Agreement.
Separation Transactions. On or prior to the Distribution Date, ALTISOURCE shall, and shall cause Residential and each other Subsidiary and controlled Affiliate of ALTISOURCE to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as ALTISOURCE shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. As of the Transaction Closing Date:
(a) The Separation Transactions have been consummated in all material respects in accordance with each of the Separation Documents and substantially in the manner described in the Registration Statement.
(b) The Separation Transactions are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. Each of the Separation Documents has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) The Separation Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate the charter, by-laws or other organizational documents of the Borrower or any other Loan Party, (iii) will not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority and (iv) will not violate in any material respect or result in a material default or a right to require a material payment under any material indenture, any other agreement or other instrument binding upon the Borrower or any other Loan Party, or any of their respective assets, or give rise to a right thereunder to require any material payment to be made by any such Person, except in the case of clauses (i), (iii) and (iv) above (other than, in the case of clause (iv), with regards to any indentures and other material debt agreements) for any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(d) Each of the Separation Documents has been entered into and is effective in substantially the same form as the draft agreements set forth in the definition thereof. None of the Separation Documents has been amended or otherwise modified in any material respect and no material provision therein has been waived, except as otherwise agreed to by the Bookrunners and except for such waivers, amendments or modifications that do not materially adver...
Separation Transactions. On or prior to the Distribution Date, OCWEN shall, and shall cause ALTISOURCE and each other Subsidiary and controlled Affiliate of OCWEN to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as OCWEN shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. The separation transactions shall be as specified in the Private Letter Ruling Request. In the case of any inconsistency between this Schedule and the Private Letter Ruling Request, this Schedule shall be deemed amended to conform to the description of the separation transactions as set forth in the Private letter Ruling Request. The parties will cause the following miscellaneous asset transfers to occur:
Separation Transactions. On or prior to the Distribution Date, WPC shall, and shall cause NLOP and each other Subsidiary and controlled Affiliate of WPC to, effect each of the transactions set forth in Section 2.1 of the Disclosure Schedule, which transactions shall be accomplished in the order described thereon, and subject to the limitations set forth therein, in each case, with such modifications, if any, as WPC shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. Prior to the Distribution, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall use commercially reasonable efforts to, and shall cause Halyard and each other Subsidiary of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to use commercially reasonable efforts to, effect each of the transactions set forth in Schedule 2.1, which transactions shall be accomplished substantially in the order and utilizing the steps described therein, with such modifications, if any, as ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall determine in its sole discretion are necessary or desirable for efficiency or similar purposes. For the avoidance of doubt, some or all of such transactions and the transactions contemplated under this Article II, may have already been implemented prior to the date hereof.
Separation Transactions. On or prior to the Effective Time and to the extent not already completed, Linn and its Subsidiaries shall take steps (which may include the transfer of shares or other equity interests, the formation of new entities and/or the declaration and payment of dividends or other distributions) as may be necessary or desirable to effect (i) the F-Reorganization; (ii) the distribution to Linn of all of the outstanding membership interests in Roan Resources held by Roan Holdco, LLC; (iii) the distribution to Linn of all of the outstanding membership interests in the Predecessor; (iv) the Conversion; and (v) the assignment by Linn to SpinCo of all of the outstanding membership interests in Merger Sub pursuant to the Assignment Agreement (the transactions in clauses (i) through (v) of this Section 2.2(a), the “Separation Transactions”), and any additional immaterial and/or ministerial steps that are otherwise required in order to effect the Separation Transactions, in order to cause (A) Linn to directly own the 50% equity interest in Roan Resources and (B) SpinCo to, directly or indirectly, own all of the equity interests of each member of the SpinCo Group (other than SpinCo). In the event such steps are not able to be completed by the Effective Time, the Parties shall use their commercially reasonable efforts to effect other actions following the Effective Time in accordance with, and subject to the limitations of, Section 2.4 to cause the result set forth above.
Separation Transactions. Promptly following the execution of this Agreement, the Parties shall engage in and effectuate the Separation Transactions in accordance with this Agreement, including the Distribution Steps Plan attached hereto as Exhibit D (the “Distribution Steps Plan”). The Parties acknowledge that the Separation Transactions are intended to result in the iStar Group retaining the Excluded Assets and the Excluded Liabilities and the SpinCo Group owning the Transferred Assets and assuming the Assumed Liabilities. For the avoidance of doubt, to the extent a specific aspect of the Separation Transactions is expressly depicted by the Distribution Steps Plan, the Distribution Steps Plan shall take precedence in the event of any conflict between the terms of this Article II and the Distribution Steps Plan, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Distribution Effective Time shall be deemed to have been made prior to the Distribution Effective Time consistent with the Distribution Steps Plan. Upon the terms and subject to the conditions set forth in this Agreement:
Separation Transactions. On or prior to the Distribution Date, NRF shall, and shall cause NRE and each Subsidiary and controlled Affiliate of NRF to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as NRF shall determine are necessary or desirable for efficiency or similar purposes.