Business Separation. (a) Prior to the date and time at which the Merger is consummated (the "Merger Date"), Centex shall grant, assign, contribute, convey, transfer and deliver to Cavco all intellectual property rights that are identified in the Intellectual Property Agreement as being transferred to Cavco (the "Transferred Intellectual Property").
(b) Prior to the Distribution Date, Centex shall cause Cavco LLC to be merged with and into Cavco, with Cavco being the sole surviving entity in the merger (the "Merger"). As a result of the Merger, (i) Cavco LLC shall cease to exist, (ii) Cavco shall succeed to all of the properties, assets, rights and entitlements of Cavco LLC and shall be subject to all of its Liabilities and (iii) the total number of outstanding shares of Cavco Common Stock shall be increased to equal the product of the Distribution Ratio and the number of shares of Centex Common Stock outstanding on the Record Date.
(c) Centex and the Cavco Parties shall use commercially reasonable efforts to cooperate in transferring to Cavco all licenses, permits and authorizations that relate to the Cavco Business (the "Cavco Licenses") but that are held in the name of Centex or any other member of the Centex Group or any of their respective employees, officers, directors, stockholders, agents or otherwise (or, in the case of any Cavco Licenses that are held in the name of Centex or any other member of the Centex Group or any of their respective employees, officers, directors, stockholders, agents or otherwise that are not transferable under applicable Law, obtaining new licenses, permits and authorizations from the relevant Governmental Entities in the name of Cavco to replace such Cavco Licenses). In the event any such transfer of the Cavco Licenses (or the grant of any new licenses, permits and authorizations to replace such Cavco Licenses) cannot be effected prior to the Distribution Date, Centex shall, except as prohibited by applicable Law, allow Cavco to operate the Cavco Business under such Cavco Licenses until such transfer can be effected (or new licenses, permits and authorizations are granted by the relevant Governmental Entities).
(d) Centex and the Cavco Parties shall use commercially reasonable efforts to have Centex and any other member of the Centex Group released, on or prior to the Distribution Date or as soon as practicable thereafter, as a guarantor in respect of any guarantees of any Cavco Group Liabilities.
(e) It is the intention of the parties that a...
Business Separation. On the terms and subject to the conditions set forth in this Agreement, prior to the Distribution (but subject to Section 5.2 with respect to Unreleased Liabilities and Section 5.3 with respect to Deferred Transfer Assets and Deferred Transferred Liabilities), the transactions set forth in this Section 2.1 (collectively, the “Business Separation”) shall take place in the order provided below:
Business Separation. Subject to Section 3.3, prior to the Closing and in order to facilitate the sale of the Business, (a) Parent will cause each applicable Purchased Company to assign, transfer, convey and deliver to Parent or a Subsidiary of Parent (other than a Purchased Company) the assets, properties and rights described on Exhibit 1.6(a) (the “Separation Assets”), and Parent will accept from such Purchased Company, or will cause the applicable Subsidiary of Parent to accept from such Purchased Company, all such respective right, title and interest in and to any and all of such Separation Assets and (b) Parent will cause each applicable Purchased Company to assign, transfer, convey and deliver to Parent or a Subsidiary of Parent (other than a Purchased Company) the Liabilities described on Exhibit 1.6(b) (the “Separation Liabilities”), and Parent will assume, perform and fulfill when due, or will cause the applicable Subsidiary of Parent to assume, perform and fulfill when due, any and all of such Separation Liabilities. The Parties acknowledge and agree that the consummation of the transactions contemplated by this Section 1.6 will be subject to, and effective immediately prior to the occurrence of, the Closing.
Business Separation. (a) On or prior to the Spin-Off Date, Geo Point Utah and Geo Point Nevada shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery, license or other transfer or conveyance to Geo Point Nevada of all right, title and interest in and to Geo Point Nevada assets and liabilities held by Geo Point Utah described in Exhibit A (collectively, the “Geo Point Nevada Assets”).
(b) Except as set forth in Exhibit B, all rights, title and obligations of the Parties with regard to the items outlined in Exhibit A shall belong to Geo Point Nevada as of June 13, 2012 and the Spin-Off Date.
(c) The separation of Geo Point Nevada Assets from Geo Point Utah, as contemplated by this Agreement, shall be effected in a manner that does not unreasonably disrupt either the Geo Point Nevada Business or the Geo Point Utah Business. Notwithstanding the foregoing, Geo Point Utah and Geo Point Nevada agree, and agree to cause their respective Subsidiaries, if any, to use commercially reasonable efforts to obtain, before the Spin-Off Date, any Consents.
(d) Prior to the Dividend, Geo Point Utah and Geo Point Nevada will use commercially reasonable efforts to amend, in form and substance reasonably satisfactory to Geo Point Nevada, all contractual arrangements between or among Geo Point Utah, any of its Subsidiaries and any other Person that either (i) relate to the Geo Point Nevada Business or (ii) relate solely to the Geo Point Nevada Business, but, by their terms, contain provisions applicable to Geo Point Utah, so that, after the Spin-Off Date, such contractual arrangements (x) will relate solely to the Geo Point Nevada Business and (y) will eliminate any provisions applicable to Geo Point Utah or any Subsidiary and, in either event, will inure to the benefit of Geo Point Nevada on substantially the same economic terms as such arrangements exist as of the date hereof, but retain any benefits or rights (and related obligations) relating to Geo Point Utah.
(e) Except as otherwise specifically set forth herein, the rights and obligations of the parties with respect to Taxes shall be governed exclusively by Article VIII of this Agreement and the Tax Matters Agreement that is Exhibit B hereto. Accordingly, Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Section 2.1.
Business Separation. The transfer of Geo Point Nevada Assets to Geo Point Nevada shall have been effected and all of the conditions to the Dividend set forth in Article IV;
Business Separation. Subject to the terms and conditions of this Agreement, Xxxx Xxx and the CoffeeCo Parties has or shall take the following actions:
Business Separation. Subject to the terms and conditions of this Agreement, Fortune Brands and H&S shall take the following actions prior to the Distribution:
Business Separation. (a) In connection with the transactions contemplated hereby, the parties shall, and shall cause each of their respective Subsidiaries to, as applicable, take all such actions as are necessary to cause, effect and consummate the transactions contemplated by the Contribution Agreements.
(b) On or prior to the Distribution Date, Alloy and xXXxX*s shall, and shall cause each of their respective Subsidiaries to, as applicable, take such actions as are necessary to cause, effect and consummate the Corporate Restructuring Transactions. Alloy and xXXxX*s hereby agree that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated, provided such modification, supplement or elimination (i) is necessary or appropriate to divide the existing businesses of Alloy so that the Merchandising Business shall be owned, directly or indirectly, by xXXxX*s, and (ii) does not, individually or in the aggregate, adversely affect the Alloy Business (other than to a de minimis extent). After the completion of the Corporate Restructuring Transactions, the Subsidiaries listed on Schedule 2.3(b) (other than any such Subsidiary that is liquidated or merged into or consolidated with another entity in connection with the Corporate Restructuring Transactions) shall be direct or indirect Subsidiaries of xXXxX*s.
(c) Alloy and the xXXxX*s Parties shall use all commercially reasonable efforts to have Alloy and all other members of the Alloy Group released, on or prior to the Distribution Date or as soon as practicable thereafter, as a guarantor in respect of all guarantees of any xXXxX*s Group Liabilities, including, without limitation, under all existing retail store leases which Alloy has guaranteed, including those listed on Schedule 2.3(c) hereto, and under the existing mortgage on xXXxX*’s Hanover, Pennsylvania facilities.
(d) It is the intention of the parties that all material transactions contemplated by this Section 2.3 shall be consummated prior to or on the Distribution Date; provided, however, that, if any such transactions shall not have been consummated prior to or on the Distribution Date, Alloy and xXXxX*s shall cooperate to effect such transactions as promptly as practicable after Distribution Date. Nothing contained in this Agreement shall be deemed to require the transfer of any properties, assets, rights or entitlements, the assumption of any Liabilities or the release of guarantees which, by their terms or by operation of Law, c...
Business Separation. On the terms and subject to the conditions set forth in this Agreement, prior to the Exchange Closing, the Company shall, and shall cause BIMI Sub and each other subsidiary of the Company to, effect each of the transactions set forth in this Article III of this Agreement, which transactions (collectively, the “Business Separation”) shall take place as provided below.
Business Separation. The Parties undertake to make commercially reasonable efforts for the Business Separation to be completed in the shortest possible period after the Effective Spin-off Date. Without prejudice to any other acts and measures necessary and/or convenient for Business Separation, the Parties undertake to implement all acts provided for in this Clause 5.
