Separation Matters. (a) In connection with the Separation, the Company will cause SpinCo to (i) deliver to the Purchaser a new warrant in form and substance substantially identical to the Pre-Funded Warrants for that number of shares of SpinCo stock determined in accordance with Section 9(d) of the Pre-Funded Warrant (the “SpinCo Pre-Funded Warrant”) and (ii) assume all of the obligations under Article IV of this Agreement and the Registration Rights Agreement, mutatis mutandis, in connection with the shares of SpinCo stock the Purchasers receive with respect to any of the Purchased Shares held by such Purchasers as of the effective time of the Separation and the SpinCo Pre-Funded Warrant and the shares of SpinCo stock issuable upon exercise of the SpinCo Pre-Funded Warrant.
Separation Matters. Buyer hereby agrees that it will (a) comply with the obligations set forth in the Separation Agreement and any Ancillary Agreement (as defined in the Separation Agreement) applicable to the assets of the Transferred Company and (b) comply with the provisions of the Specified Sections (as defined in the Separation Agreement) and any applicable Ancillary Agreements (as defined in the Separation Agreement) with respect to the assets of the Transferred Company as if it were Remainco (as defined in the Separation Agreement); provided that none of Buyer, the Transferred Company or any of its Subsidiaries shall have any obligations under the Tax Matters Agreement (as defined in the Separation Agreement) or the Separation Agreement, to the extent related to Taxes. Seller hereby agrees that it will cause Fox to enforce its rights set forth in the Separation Agreement and any Ancillary Agreement (as defined in the Separation Agreement) applicable to the assets of the Transferred Company or any of its Subsidiaries or the Business (and, to the extent constituting Fox Liabilities (as defined in the Separation Agreement), any Liabilities (as defined in the Separation Agreement) to which any of them may become subject) at the direction of Buyer. Without limiting the generality of the foregoing, if any Remainco Asset (as defined in the Separation Agreement) that is an asset of the Transferred Company or any of its Subsidiaries or the Business is transferred to Fox in accordance with Section 5.05 of the Separation Agreement, Fox shall promptly procure the transfer of such asset to Buyer or an Affiliate of Buyer nominated by Buyer (including the Transferred Company or any of its Subsidiaries) for no additional consideration.
Separation Matters. The Sellers shall cooperate with the Buyers with respect to all separation or transition issues which may arise in connection with the separation of various businesses of the CFC Parties as a result of the sale of the assets of the CFC Parties pursuant to the Auction. Without limiting the foregoing, the Sellers and the Buyer shall negotiate in good faith with each other and with any applicable Bankruptcy Acquiror (including, without limitation, CFN) to enter into (a) in case of the Sellers, an agreement in form and substance mutually acceptable to the Company and the Buyer whereby the Company would provide servicing to the Buyer for a period beginning from and after the Funding Date until the earlier of (i) the date which is four (4) months from the Funding Date or (ii) the closing date pursuant to the terms of the CFN Agreement; and (b) in case of a Bankruptcy Acquiror, an agreement incorporating the terms set forth on Annex D attached hereto and such other terms as may be agreed by the parties thereto whereby the Sellers or such Bankruptcy Acquiror shall agree to provide to the Buyer such services as the Buyer reasonably determines are necessary to operate the Purchased Businesses, to the extent such services were provided by the Sellers or its Affiliates prior to the Funding Date (the "Servicing Agreements"). The Servicing Agreements shall include, without limitation, certain transitional services provided pursuant to the agreements designated in Attachment A to Section 2.1(a) of the Business Schedules as required to be included under the Servicing Agreements. The Buyer agrees to grant CFN, from and after the closing date under the CFN Agreement, a perpetual, worldwide, royalty-free, sublicenseable, and transferable license to use the trademarks "FUNANCING," "MAKING EXCITEMENT AFFORDABLE," and "AQUAVANTAGE" in connection with the Purchased Businesses as defined in the CFN Agreement (the "CFN Purchased Assets"), which shall include a right for CFN to use any materials that incorporate these trademarks and that were created by the Sellers prior to the Cut-Off Time for use with the CFN Purchased Assets, in each case to the extent the Seller has transferred and assigned good and marketable title to such Property to the Buyer.
Separation Matters. (a) Prior to the Closing, Buyer and Seller shall cooperate to develop the Migration Plans (as defined in, and for purposes of, the Transition Services Agreement and the Reverse Transition Services Agreements). Without limiting the foregoing, Buyer and Seller shall consider in good faith any changes to the Business (as defined in the Transition Services Agreement) proposed to be made by Buyer after the Closing, including with respect to the matters set forth on Section 7.11 of the Seller Disclosure Schedule.
Separation Matters. You agree to resign from your position as Chief Operating Officer of PayPal Holdings, Inc., a director on any and all boards or committees and other positions you hold at the Company, on or before the Step-Down Date. You agree to take any and all further acts necessary to accomplish these resignations.
Separation Matters. Each of Parent and Merger Sub shall cooperate with the Company in connection with and use its reasonable best efforts and shall cause its Affiliates to so cooperate to cause the closing of the Separation Transactions to occur promptly following the Closing; provided that nothing set forth in this Section 7.18 shall require any party to take any corporate action, to execute any document or other instrument, or to incur any liability that is not conditioned upon or that would be effective prior to the Effective Time. The Company shall cause its directors (and directors of any of its Subsidiaries identified by Parent no less than three Business Days prior to the Closing Date) to deliver resignation letters in form and substance reasonably satisfactory to Parent concurrently with the Closing. In the event that this Agreement is terminated in any circumstance in which the Company has the right to receive the Parent Termination Fee pursuant to Section 9.06, Parent and HospitalCo Parent hereby jointly and severally agree to reimburse the Company, promptly upon request, for reasonable and documented out-of-pocket expenses incurred by the Company in connection with the implementation of the Separation Transactions in an aggregate amount not to exceed $13,500,000. During the period from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit HomecareCo to, (x) terminate the Separation Agreement or (y) amend, modify or waive any provision of the Separation Agreement, in each case without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that no action taken by the Company prior to the Closing at the written request of Parent in connection with the Separation Transactions or otherwise expressly contemplated by the Separation Agreement (including, for the avoidance of doubt, the transfer or allocation of any asset or liability of the Company or any of its Subsidiaries from or as between the Hospital Business or the Homecare Business) shall be, or be deemed to result in, a breach of any representation, warranty or covenant of the Company included in this Agreement.
Separation Matters. Executive hereby resigns from his position as a director on the Board of Directors of the Company (the “Board”) and any and all board, committee and other positions he holds at the Company or any entity controlled by, controlling or under common control with the Company (the “Affiliated Group”). Executive agrees to take any and all further acts necessary to accomplish these resignations, which resignations Executive represents and agrees are required by the terms of the Employment Agreement and are not due to any disagreement over the Company’s operations, policies or practices. The parties agree that Executive is entitled to those certain compensation and benefits (a) as set forth in Section 6(e)(i) – (e)(v) of the Employment Agreement and (b) with respect to outstanding performance share units, as provided in Section 2.a. of Important Award Details in the award agreements (the “Award Agreements”) that are Exhibit 10.1 to Forms 8-K filed on March 12, 2014, March 3, 2015 and March 2, 2016, in each case, as set forth in Exhibit A to this Separation Agreement and, in some instances, as may have been already paid prior to the Effective Date. Executive acknowledges and agrees that the amounts set forth and described on Exhibit A are true, correct and complete and Executive has no right to any separation benefit under the Employment Agreement other than as set forth in Exhibit A. The Company and Executive agree that the text attached hereto as Attachment A shall be filed under Item 5.02 of Form 8-K by the Company with the U.S. Securities and Exchange Commission promptly following the Effective Date (as defined on the signature page to this Separation Agreement), but in any event, within 4 business days following the Effective Date.
Separation Matters. 89 5.28 [Intentionally Omitted]..............................................................90 TABLE OF CONTENTS (continued) 5.30 [Intentionally Omitted]..............................................................90
Separation Matters. Promptly after the date hereof, and in any event within 30 days thereafter, UCB and Purchaser shall each appoint a transition team to (i) cooperate in good faith to promptly, and in any event within 60 days after the date hereof, develop a plan (and, to the extent appropriate and permitted under U.S. antitrust or other competition Laws, begin to implement such plan) for separating the businesses of the Transferred Subsidiary and KI from the businesses of UCB and its retained affiliates, including with respect to the transfer of all marketing authorizations for the Products, so as to minimize the adverse impact of such separation on each party’s businesses and facilitate an orderly transition of the business of the Transferred Subsidiary and (ii) prepare for, cooperate on and assist with the transfer from UCB to the Transferred Subsidiary of certain applications, data, documentation and source code (developed specifically for UCB or the Transferred Subsidiary), in each case, as agreed by the parties, subject to any applicable restrictions under U.S. antitrust or other competition Laws. UCB and Purchaser shall discuss in good faith any additional services that Purchaser may reasonably request to include on the schedules to the Transitional Services Agreement; provided, that UCB shall have no obligation to agree to the inclusion of any such additional service on the schedules to the Transitional Services Agreement. SECTION 5.25. [***]
Separation Matters
