The Separation Sample Clauses
The Separation clause defines the terms and procedures that apply if the parties to an agreement decide to end their relationship or partnership. Typically, this clause outlines the steps for dividing shared assets, handling outstanding obligations, and managing ongoing responsibilities after the separation. Its core practical function is to provide a clear and fair process for unwinding the relationship, thereby minimizing disputes and ensuring an orderly transition for both parties.
POPULAR SAMPLE Copied 1 times
The Separation. (a) It is the intent of the Parties that prior to consummation of the Distribution, Holcim, SpinCo and their respective Subsidiaries shall complete the Separation and Holcim, SpinCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that as of the Effective Time, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the SpinCo Assets will be owned or held by a member or members of the SpinCo Group, the SpinCo Business will be conducted by the members of the SpinCo Group and the SpinCo Liabilities will be assumed directly or indirectly by (or retained by) a member of the SpinCo Group; and (ii) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the Holcim Assets will be owned or held by a member or members of the Holcim Group, the Holcim Business will be conducted by the members of the Holcim Group and the Holcim Liabilities will be assumed directly or indirectly by (or retained by) a member of the Holcim Group.
(b) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement (including Section 2.6 or Section 2.8 hereof) or the Ancillary Agreements to occur after the Distribution, the Parties shall and shall cause the other members of their Group and their respective then-Affiliates to complete the transactions set forth in the Internal Reorganization Steps Plan (certain of which transactions shall have already been completed prior to the date hereof).
(c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation:
(i) Holcim shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the Holcim Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo or another applicable member of the SpinCo Group, and SpinCo or such member of the SpinCo Group shall and hereby does (effective as of the Effective Time) accept from Holcim and the applicable members of the Holcim Group, all of Holcim’s and the other Holcim Group members’ respective direct ...
The Separation. Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.
The Separation. Section 2.1 General 19 Section 2.2 Transfer of Assets 19 Section 2.3 Assumption and Satisfaction of Liabilities 20 Section 2.4 Intercompany Accounts 20 Section 2.5 Limitation of Liability 21
The Separation. Section 2.1 Transfers of Assets and Assumptions of Liabilities 12 Section 2.2 Termination of Intercompany Agreements 15 Section 2.3 Settlement of Intercompany Account 16 Section 2.4 Replacement of Guarantees 16
The Separation. General 23 Section 2.2 The Separation 23 Section 2.3 Settlement of Intergroup Indebtedness 24 Section 2.4 Bank Accounts; Cash Balances 24 Section 2.5 Limitation of Liability; Termination of Agreements 25 Section 2.6 Delayed Transfer of Assets or Liabilities; Wrong Pockets; Mail and Other Packages 26 Section 2.7 Transfer Documents 28 Section 2.8 Shared Contracts 28 Section 2.9 Further Assurances 29 Section 2.10 Novation of Liabilities; Consents 30 Section 2.11 Guarantees and Letters of Credit 30 Section 2.12 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES 31 Section 3.1 Articles of Association; Organizational Regulations 32 Section 3.2 Directors 32 Section 3.3 Resignations 32 Section 3.4 Ancillary Agreements 33 Section 3.5 SpinCo Financing Arrangements 33
The Separation. On the date hereof and subject to the satisfaction or waiver of the conditions set forth in Section 3.9, the Parties shall effect the Separation by consummating the Exchange, the Forced Sale, the Contribution and the First Distribution in the order, on the terms, and subject to the conditions, set forth in this Article II.
The Separation. The Parties acknowledge that the Separation is intended to result in AbbVie owning the AbbVie Assets and assuming the AbbVie Liabilities as set forth below in this Article II and in the applicable Ancillary Agreements. Subject to Sections 2.03, 2.04 and 2.05, on or prior to the Distribution Date, in accordance with the plan of Separation for AbbVie:
The Separation. Section 2.1 General 11 Section 2.2 Transfer of Assets and Assumption of Liabilities 11 Section 2.3 Governmental Approvals; Consents 12 Section 2.4 Deferred Transfers 13 Section 2.5 Termination of Agreements 14 Section 2.6 Disclaimer of Representations and Warranties 14
Section 3.1 The Distribution 15 Section 3.2 Actions in Connection with the Distribution 15 Section 3.3 Conditions to Distribution 16 Section 3.4 Fractional Shares 17
The Separation. The Parties acknowledge that the Separation is intended to result in Baxalta owning the Baxalta Assets and assuming the Baxalta Liabilities as set forth below in this Article II and in the applicable Ancillary Agreements. Subject to Sections 2.03, 2.04 and 2.05, on or prior to the Distribution Date, in accordance with the plan of Separation for Baxalta:
(a) Transfer and Assignment of Baxalta Assets. Baxter shall, and shall cause the applicable Baxter Subsidiaries to, contribute, assign, transfer, convey and deliver to Baxalta or the applicable Baxalta Subsidiaries, and Baxalta or such Baxalta Subsidiaries shall accept from Baxter and the applicable Baxter Subsidiaries, all of ▇▇▇▇▇▇’▇ and such Baxter Subsidiaries’ respective direct or indirect rights, title and interest in and to all of the Baxalta Assets, including all of the outstanding shares of capital stock or other ownership interests in the Transferred Entities, which shall result in Baxalta owning directly or indirectly all of the Transferred Entities (it being understood that if a Baxalta Asset shall be held by a Transferred Entity or a Subsidiary of a Transferred Entity, such Baxalta Asset may be assigned, transferred, conveyed and delivered for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such Transferred Entity to Baxalta or a Baxalta Subsidiary).
The Separation. On or prior to the Distribution Date: