Common use of Spin-Off Transaction Clause in Contracts

Spin-Off Transaction. (i) In the good faith judgment of Administrative Agent, there shall not exist (A) any order, decree, judgment, ruling or injunction which would materially and adversely affect any aspect of the Spin-Off Transaction, or any portion thereof, or the transactions hereunder in the manner contemplated hereunder, and (b) any pending or, to the knowledge of Company or to Administrative Agent, threatened action, suit, investigation or other arbitral, administrative or judicial proceeding, which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or materially and adversely affect any aspect of the Spin-Off Transaction. (ii) American Express Company and Company shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the Spin-Off Transaction, and each portion thereof, and the other transactions contemplated hereby without the occurrence of any material default under, material conflict with or material violation of (A) any applicable laws or approvals, consents and waivers from any Government Authority, or (B) any agreement, document or instrument to which Company or any of its Subsidiaries is a party or by which any of them or their properties or their businesses are bound, and all applicable waiting periods shall have expired without any action being taken by any Government Authority that could restrain, prevent or impose any material adverse conditions on Company and its Subsidiaries or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent would have such effect. (iii) The Spin-Off Transaction shall have been consummated substantially consistent with the description set forth in the Form 10 and in accordance with the terms of the Spin-Off Transaction Documents and the Form 10, which Spin-Off Transaction Documents shall not have been materially altered, amended or otherwise changed or supplemented or any condition therein waived in any manner which would materially adversely affect the Lenders without the prior written consent of the Lenders, and in compliance with all applicable laws and regulations or approvals, consents and waivers from any Government Authority. (iv) Company shall have delivered to Administrative Agent an Officer’s Certificate in form and substance reasonably satisfactory to Administrative Agent, (i) certifying as to and attaching true and correct copies of the Spin-Off Transaction Documents and (ii) certifying as to compliance, on a pro forma basis, with the Consolidated Leverage Ratio and Consolidated Net Worth for Company and its Subsidiaries as of the date of consummation of the Spin-Off Transaction.