Common use of Conditions Precedent to Consummation of the Distribution Clause in Contracts

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Nuance, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of Nuance, would result in the Distribution having a material adverse effect on Nuance or the stockholders of Nuance. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance and shall not give rise to or create any duty on the part of Nuance or the Nuance board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have ratified, authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance Parent stockholders. (b) Each Master Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion opinions of each of Xxxx, WeissXxxxx, RifkindXxxxxxx, Xxxxxxx & Xxxxxxxx LLP and Xxxxx & Young LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with to the Separation Step Plan satisfaction of Parent (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other applicable legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in its sole and absolute discretion, makes it inadvisable to effect the Distribution having a material adverse effect on Nuance or the stockholders of Nuanceany other Separation Transaction. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.036.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceHoneywell, of the following conditions: (a) The board of directors of Nuance Honeywell shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersHoneywell shareholders. (b) Each Ancillary Agreement and each Ongoing Relationship Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceHoneywell, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Honeywell shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx each of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP and KPMG LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions Reorganization shall have been completed in accordance with the Separation Step Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Honeywell shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceHoneywell, would result in the Distribution having a material adverse effect on Nuance Honeywell or the stockholders shareholders of NuanceHoneywell. (i) The actions set forth in Sections 4.01(bSection 5.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Honeywell and shall not give rise to or create any duty on the part of Nuance Honeywell or the Nuance Honeywell board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Honeywell to terminate this Agreement as set forth in Article X XII or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Honeywell board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 5.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.03, following the consummation of the Merger and as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceNeurotrope, of the following conditions: (a) The board of directors of Nuance Neurotrope shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo NBI Common Stock to Nuance stockholdersNeurotrope shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form S-1 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The NBI Common Stock shall have been accepted for listing on the OTC or, if applicable, Nasdaq or another national securities exchange approved by Neurotrope, subject to official notice of distribution. (e) Nuance Neurotrope shall have received the written opinion of XxxxMintz, WeissLevin, RifkindCohn, Xxxxxxx & Xxxxxxxx LLPFerris, Glovsky and Popeo, P.C., which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, (i) the Distribution will should qualify for Tax-Free Statusits U.S. Intended Tax Treatment and (ii) no “excess loss account” (within the meaning of Section 1.1502 of the Regulations) with respect to the NBI Common Stock should be taken into account as income or gain as a result of any step of the Separation or the Distribution. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Neurotrope shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceNeurotrope, would result in the Distribution having a material an adverse effect on Nuance Neurotrope or the stockholders shareholders of NuanceNeurotrope. (i) The actions set forth in Sections 4.01(b3.01(b), (f), (g) and (h) shall have been completed. (j) NBI shall have delivered to Neurotrope a certificate signed by the Chief Financial Officer of NBI, dated as of the Distribution Date, certifying that NBI has complied with Section 3.01(i). The foregoing conditions are for the sole benefit of Nuance Neurotrope and shall not give rise to or create any duty on the part of Nuance Neurotrope or the Nuance Neurotrope board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Neurotrope to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Neurotrope board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceHoneywell, of the following conditions: (a) The board of directors of Nuance Honeywell shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersHoneywell shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceHoneywell, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Honeywell shall have received the written opinion of each of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP and Ernst & Young LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions Reorganization shall have been completed in accordance with the Separation Step Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Honeywell shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceHoneywell, would result in the Distribution having a material adverse effect on Nuance Honeywell or the stockholders shareholders of NuanceHoneywell. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Honeywell and shall not give rise to or create any duty on the part of Nuance Honeywell or the Nuance Honeywell board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Honeywell to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Honeywell board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceXerox, of the following conditions: (a) The board of directors of Nuance Xerox shall have authorized and approved the Contribution Reorganization, Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Conduent Common Stock to Nuance stockholdersXerox shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Conduent Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceXerox, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Xerox shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution will should qualify for Tax-Free Statusits Intended Tax Treatment. (f) Xerox shall have received a Ruling from the IRS regarding certain U.S. Federal income tax consequences of the Spin-Off that continues to be effective and valid. (g) The Separation Transactions Reorganization shall have been completed in accordance with the Separation Step Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution). (gh) The Internal Transactions shall have been completed. (i) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Xerox shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hj) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceXerox, would result in the Distribution having a material adverse effect on Nuance Xerox or the stockholders shareholders of NuanceXerox. (ik) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Xerox and shall not give rise to or create any duty on the part of Nuance Xerox or the Nuance Xerox board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Xerox to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Xerox board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties The Distribution shall use reasonable best efforts to satisfy not be effected unless and until the following conditions prior to have been satisfied or waived by Ensign, in its sole and absolute discretion, at or before the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Nuance, of the following conditionsEffective Time: (a) The the board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and Ensign shall have declared the dividend of SpinCo Common Stock to Nuance stockholders.Distribution, which declaration may be made or withheld in its absolute and sole discretion; (b) Each Ancillary Agreement the Registration Statement shall have been executed declared effective by each party the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC and a notice of internet availability of the Information Statement shall have been mailed to such agreement.Ensign stockholders; (c) The SpinCo Ensign shall have mailed the Information Statement (or notice of internet availability thereof) to the Record Holders; (d) Ensign shall have obtained an opinion from Xxxxxxxx & Xxxxx LLP, in form and substance satisfactory to Ensign, to the effect that, subject to the assumptions and limitations described therein, the distribution of Pennant Common Stock and certain related transactions will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code, in which no gain or loss is recognized by Ensign or its stockholders, except in the case of the Ensign stockholders, for cash received in lieu of fractional shares; (e) the NASDAQ Listing Application shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuanceapproved, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status.distribution; (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect, and no other event outside the control of Nuance shall have occurred, occurred or failed to occur, occur that prevents the consummation of all or any portion of the Distribution.; (g) the Reorganization shall have been completed, except for such steps as Ensign in its sole discretion shall have determined may be completed after the Distribution Date; (h) No other Pennant shall have completed the financing transactions described in the Information Statement and contemplated to occur on or prior to the Distribution Date, including the entry into the Pennant Credit Facility; (i) Ensign shall have completed its own financing transactions contemplated to occur on or prior to the Distribution Date, including amending and restating its existing credit facility; (j) no events or developments shall have occurred prior to the Distribution that, in the judgment of the Ensign board of directors of Nuancedirectors, would result in the Distribution having a material adverse effect on Nuance Ensign or the stockholders of Nuance.its stockholders; (ik) The actions set forth Pennant shall have adopted the amended and restated certificate of incorporation and amended and restated bylaws, as provided in Sections 4.01(bSection 3.6(a), ; (f), (gl) and (h) each of the Ancillary Agreements shall have been completed. The foregoing conditions are for the sole benefit of Nuance executed and shall not give rise delivered by each party thereto and be in full force and effect; and (m) any required material Governmental Approvals and other Consents necessary to or create any duty on the part of Nuance or the Nuance board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to consummate the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth portion thereof shall have been obtained and be in this Section 4.02 shall be conclusivefull force and effect.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the The Parties shall use their commercially reasonable best efforts to satisfy the following conditions prior to listed below for the consummation of the DistributionDistribution as soon as practicable. The obligations of the Parties to use their commercially reasonable efforts to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceNoble, of the following conditions: (a) The board consummation of directors of Nuance the Separation shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersbeen completed. (b) Each Ancillary Agreement The Form 10 shall have been executed filed with and declared effective by each party to such agreementthe Commission, and there shall be no stop order in effect with respect thereto. (c) The SpinCo Common Stock actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) shall have been taken and, where applicable, have become effective or been accepted. (d) The Paragon Ordinary Shares to be distributed in the Distribution shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceNYSE, subject to official notice of issuance. (de) The Commission Paragon Ordinary Shares shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect been accepted for inclusion for Depository Trust Company’s depository and no proceedings for that purpose shall be pending before or threatened by the Commissionbook-entry transfer services. (ef) Nuance Noble shall be satisfied, in its sole discretion, that to Noble’s actual knowledge (with no duty to investigate), (i) all other conditions to permit the Distribution to qualify as a tax-free distribution to Parent’s shareholders shall, to the extent applicable as of the time of the Distribution, be satisfied, and (ii) there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (g) Paragon shall have received been re-registered as a public limited company. (h) Any material Consents necessary to consummate the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which Distribution shall remain have been obtained and be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (gi) No preliminary or permanent injunction or other order, injunction decree, or decree ruling issued by a Governmental Authority, and no statute (as interpreted through orders or rules of any Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall will be in effect, and no other event outside the control of Nuance shall have occurredeffect preventing, or failed to occurmaterially limiting the benefits of, that prevents the consummation of Separation or the Distribution. (hj) No Such other events or developments shall have occurred actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Distribution that, in order to assure the judgment successful completion of the board of directors of Nuance, would result in the Distribution having a material adverse effect on Nuance or the stockholders of Nuanceshall have been taken. (ik) This Agreement and all Ancillary Agreements shall have been executed and delivered by each of the parties thereto, shall not have been terminated, shall not violate, conflict with or result in a breach (with or without the passage of time) of any Law or any material agreements of Noble or any of its Subsidiaries, and Paragon shall not be in material breach of this Agreement or any Ancillary Agreement. (l) The actions Board of Directors of Parent shall have approved the Distribution. Each of the conditions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are this Section 4.3 is for the sole benefit of Nuance Noble, and shall not give rise Noble may, in its sole and absolute discretion, determine whether to or create waive any duty on the part of Nuance or the Nuance board of directors to waivecondition, or not waive, such conditions in whole or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Articlepart. Any determination made by the Nuance board of directors prior to the Distribution Noble concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall 4.3 will be conclusiveconclusive and binding on the Parties.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceNRF, of the following conditions: (a) The board of directors of Nuance Form S-11 shall have authorized been filed with the Commission and approved declared effective by the Contribution Commission, no stop order suspending the effectiveness of the Form S-11 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission and Distribution and not withdrawn such authorization and approval, and the Prospectus shall have declared been mailed to the dividend of SpinCo Common Stock to Nuance stockholdersRecipients. (b) Each Ancillary Agreement shall have been duly executed and delivered by each party to such agreementthereto and shall be in force and effect. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Distribution shall be in effect, and no other event outside the control of Nuance NRF shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Separation or the Distribution. (d) NRE shall have received an opinion from Hunton & Xxxxxxxx LLP to the effect that, beginning with the taxable year ending December 31, 2015, NRE will be organized in conformity with the requirements for qualification as a REIT under the Code and NRE’s proposed method of operation will enable it to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for the taxable year ending December 31, 2015 and subsequent taxable years. (e) NRF or its Subsidiaries shall contribute to NRE or its Subsidiaries 100% of the ownership interests in the European Real Estate Business. (f) NRF Operating Partnership shall contribute to NRE Operating Partnership $250 million in cash. (g) Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Prospectus, the Registration Statement and the Distribution and the consummation of the transactions contemplated thereby, shall be charged to NRE and, to the extent not paid by NRF on or prior to the Distribution Date, paid by NRE with funds received from NRF in connection with its initial cash contribution to NRE, a portion of such contribution specifically intended to cover such expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made. (h) No other events or developments shall have occurred or exist prior to the Distribution Date that, in the judgment of the board of directors of NuanceNRF, would result in the Distribution having a material adverse effect on Nuance NRF or on the stockholders of NuanceNRF. (i) NRE Common Stock shall be approved for listing on the NYSE, subject to official notice of issuance. (j) Any material Governmental Approvals and any other material Consents necessary to consummate the Separation and the Distribution shall have been obtained and be in full force and effect. (k) There shall not be pending any litigation or other proceeding: (i) challenging or seeking to restrain or prohibit the consummation of the Separation or the Distribution; or (ii) seeking to limit the effect of the Separation or the Distribution or the operation of the NRF Business or NRE Business after the Separation or the Distribution. (l) The actions set forth in Sections 4.01(bSection 3.01(a), (fSection 3.01(d), (g) Section 3.01(f), and (hSection 3.01(g) shall have been completed. The foregoing conditions are for the sole benefit of Nuance NRF and shall not give rise to or create any duty on the part of Nuance NRF or the Nuance NRF board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance NRF to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance NRF board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceB&N, of the following conditions: (a) The board of directors of Nuance B&N shall have authorized and approved the Contribution and Distribution Spin-Off and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo BNED Common Stock to Nuance B&N stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementagreements. (c) The SpinCo Common Stock BNED shall have been accepted for listing entered into a credit facility and any other financing the BNED board of directors determines to be necessary or advisable, in each case, on the Exchange or another national securities exchange approved by Nuance, subject terms and conditions acceptable to official notice of issuanceBNED. (d) B&N shall have obtained an amendment to or replacement of the B&N Credit Agreement permitting the Spin-Off. (e) The Commission shall have declared effective the Form 10S-1, of which the Prospectus is a part, under the Securities Act of 1933, and no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (ef) Nuance The BNED Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by B&N, subject to official notice of issuance. (g) B&N shall have received the written opinion opinions of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution Spin-Off will qualify for Tax-Free Statusits Intended Tax Treatment. (fh) The Separation Transactions B&N board of directors shall have been completed received a solvency opinion from a financial advisor, in accordance with the Separation Step Plan (other than those steps that are expressly contemplated form and substance acceptable to occur at or after the Distribution)B&N board of directors, regarding the effect of the Spin-Off. (gi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution Spin-Off shall be in effect, and no other event outside the control of Nuance B&N shall have occurred, occurred or failed to occur, occur that prevents the consummation of the DistributionSpin-Off. (hj) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceB&N, would result in the Distribution Spin-Off having a material adverse effect on Nuance B&N or the stockholders of Nuanceits stockholders. (ik) The actions Prior to the Distribution Date, the Prospectus shall have been mailed to the holders of B&N Common Stock. (l) B&N shall have duly elected the individuals listed as members of post-Spin-Off BNED board of directors in the Form S-1, and such individuals shall be the members of BNED board of directors; provided that BNED current directors shall appoint at least one independent director to serve on the Audit Committee prior to the date on which “when-issued” trading of BNED Common Stock commences. (m) Immediately prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of BNED, each in substantially the form filed as an exhibit to the Form S-1, shall be in effect. (n) B&N shall have received a certificate signed by the Chief Financial Officer of BNED, dated as of the Distribution Date, certifying the satisfaction of the conditions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completedthis Section 4.02. The foregoing conditions are for the sole benefit of Nuance B&N and shall not give rise to or create any duty on the part of Nuance B&N or the Nuance B&N board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance B&N to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance B&N board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceTWX, of the following conditions: (a) The board of directors of Nuance TWX shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo AOL Common Stock to Nuance stockholdersTWX shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect effect, and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The AOL Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by TWX, subject to official notice of issuance. (e) Nuance TWX shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to that each of the accuracy of and compliance with the relevant Representation Letter, the Distribution Transactions will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance TWX shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceTWX, would result in the Distribution having a material adverse effect on Nuance TWX or the stockholders shareholders of NuanceTWX. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) AOL shall have delivered to TWX a certificate signed by the Chief Financial Officer of AOL, dated as of the Distribution Date, certifying that AOL has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance TWX and shall not give rise to or create any duty on the part of Nuance TWX or the Nuance TWX board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance TWX to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance TWX board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceALTISOURCE, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto and shall be in force and effect. (cb) The SpinCo Common Stock Form 10 shall have been accepted for listing on filed with the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have and declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and effect, no proceedings for that such purpose shall be pending before or threatened by the CommissionCommission and the Information Statement shall have been mailed to Record Holders. (c) The Residential Class B Common Stock shall be listed on the NYSE or another national securities exchange, subject to official notice of issuance. (d) The Separation shall have been completed. (e) Nuance Any material Governmental Approvals and any other material Consents necessary to consummate the Separation and the Distribution shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain been obtained and be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Distribution shall be in effect, and no other event outside the control of Nuance ALTISOURCE shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Separation or the Distribution. (g) There shall not be pending any litigation or other proceeding: challenging or seeking to restrain or prohibit the consummation of the Separation or the Distribution; seeking to limit the effect of the Separation or the Distribution or the operation of the ALTISOURCE Business or Residential Business after the Separation or the Distribution; or seeking material damages from either ALTISOURCE or Residential. (h) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceALTISOURCE, would result in the Distribution having a material adverse effect on Nuance ALTISOURCE or on the stockholders shareholders of NuanceALTISOURCE. (i) The actions set forth in Sections Section 4.01(b), (f4.01(d), (g) Section 4.01(f), and (hSection 4.01(g) shall have been completed. The foregoing conditions are for the sole benefit of Nuance ALTISOURCE and shall not give rise to or create any duty on the part of Nuance ALTISOURCE or the Nuance ALTISOURCE board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance ALTISOURCE to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance ALTISOURCE board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceTWX, of the following conditions: (a) The board of directors of Nuance TWX shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Time Common Stock to Nuance stockholdersTWX shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The Time Common Stock shall have been accepted for listing on or another national securities exchange approved by TWX, subject to official notice of distribution. (e) Nuance TWX shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, (i) the Distribution will should qualify for Tax-Free Statusits U.S. Intended Tax Treatment and (ii) no “excess loss account” (within the meaning of Section 1.1502 of the Regulations) with respect to the Time Common Stock should be taken into account as income or gain as a result of any step of the Internal Reorganization or the Distribution. (f) The Separation Transactions Internal Reorganization shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance TWX shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceTWX, would result in the Distribution having a material adverse effect on Nuance TWX or the stockholders shareholders of NuanceTWX. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) Time shall have delivered to TWX a certificate signed by the Chief Financial Officer of Time, dated as of the Distribution Date, certifying that Time has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance TWX and shall not give rise to or create any duty on the part of Nuance TWX or the Nuance TWX board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance TWX to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance TWX board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceOCWEN, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto and shall be in force and effect. (cb) The SpinCo Common Stock Form 10 shall have been accepted for listing on filed with the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have and declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and effect, no proceedings for that such purpose shall be pending before or threatened by the CommissionCommission and the Information Statement shall have been mailed to Record Holders. (c) The ALTISOURCE Common Stock shall have been accepted for listing on NASDAQ or another national securities exchange, subject to official notice of issuance. (d) A favorable opinion from O’Melveny & Xxxxx LLP in form and substance satisfactory to OCWEN in its sole discretion shall have been obtained that, among other things, confirms (i) the Distribution’s tax-free status under Section 355 of the Code and (ii) for U.S. federal income tax purposes, the non-recognition of gain or loss by, and the non-inclusion in the income of, any shareholder of OCWEN Common Stock upon the receipt by such shareholder of shares of ALTISOURCE Common Stock pursuant to the Distribution, except to the extent such shareholder receives cash in lieu of fractional shares of ALTISOURCE Common Stock. (e) Nuance The Separation shall have received been completed. (f) Any material Governmental Approvals and any other material Consents necessary to consummate the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which Separation and the Distribution shall remain have been obtained and be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Distribution shall be in effect, and no other event outside the control of Nuance OCWEN shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Separation or the Distribution. (h) There shall not be pending any litigation or other proceeding: challenging or seeking to restrain or prohibit the consummation of the Separation or the Distribution; seeking to limit the effect of the Separation or the Distribution or the operation of the OCWEN Business or ALTISOURCE Business after the Separation or the Distribution; or seeking material damages from either OCWEN or ALTISOURCE. (i) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceOCWEN, would result in the Distribution having a material adverse effect on Nuance OCWEN or on the stockholders shareholders of NuanceOCWEN. (ij) The actions set forth in Sections 4.01(bSection 3.01(b), (fd) , Section 3.01(f), (g) and (hSection 3.01(g) shall have been completed. The foregoing conditions are for the sole benefit of Nuance OCWEN and shall not give rise to or create any duty on the part of Nuance OCWEN or the Nuance OCWEN board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance OCWEN to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance OCWEN board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.1(c), as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceViamet, of the following conditions: (a) The board of directors of Nuance Viamet Board shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of the SpinCo Common Stock Shares to Nuance stockholdersthe Viamet Members. (b) Viamet Members holding not less than 96% of the voting securities of Viamet (determined on an as converted basis) (and in any event each Viamet Member holding Preferred Shares) shall have authorized and approved the Separation and Distribution by executing the Written Consent of Members substantially in the form set forth as Exhibit I, and not withdrawn any such consent. (c) Each Ancillary Agreement Document shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuancethereto. (d) The Commission Contribution, the Asset Transfers, the Liability Assumptions and the Recapitalization shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commissionbeen completed. (e) Nuance The Parties shall have received obtained any Consents necessary to consummate the written opinion of XxxxDistribution, Weissincluding, Rifkindwithout limitation, Xxxxxxx & Xxxxxxxx LLPthe Consents set forth on Schedule 3.2(e), which Consents shall remain be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Viamet shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (g) The actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceViamet Board, would result in the Distribution having a material adverse effect on Nuance Viamet or the stockholders of NuanceViamet Members. (i) The actions set forth SpinCo A&R LLC Agreement shall be in Sections 4.01(b), (f), (g) and (h) shall have been completed. effect in substantially the form attached as Exhibit A. The foregoing conditions are for the sole benefit of Nuance Viamet and shall not give rise to or create any duty on the part of Nuance Viamet or the Nuance board of directors Viamet Board to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Viamet to terminate this Agreement as set forth in Article X Section 8.15 or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusivetermination.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, subject to Section 4.03, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceBrink’s, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party thereto. (b) The existing license pursuant to which Guarding licenses certain intellectual property from Network shall have been amended to exclude from such agreementlicense to Guarding the use of the Trade Symbols (as defined in the Brand Licensing Agreement) to the extent that the Brand License Agreement will prohibit Network from licensing such use to parties other than BHS or its Subsidiaries. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on filed with the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have and declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and effect, no proceedings for that such purpose shall be pending before or threatened by the CommissionCommission and the Information Statement shall have been mailed to holders of Brink’s Common Stock as of the Record Date. (d) The BHS Common Stock shall have been accepted for listing on the NYSE or another national securities exchange, subject to official notice of issuance. (e) Nuance A private letter ruling from the Internal Revenue Service in form and substance satisfactory to Brink’s in its sole discretion shall have received the written opinion of Xxxxbeen obtained, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which and shall remain continue in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letteramong other things, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of Nuance, would result in the Distribution having a material adverse effect on Nuance or the stockholders of Nuance. confirms (i) The actions set forth in Sections 4.01(b), (f), (g) the Distribution’s tax-free status under Section 355 of the Code and (hii) shall have been completed. The foregoing conditions are for U.S. federal income tax purposes, the sole benefit non-recognition of Nuance gain or loss by, and shall not give rise to or create the non-inclusion in the income of, any duty on shareholder of Brink’s Common Stock upon the part receipt by such shareholder of Nuance or the Nuance board shares of directors to waive, or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior BHS Common Stock pursuant to the Distribution concerning Distribution, except to the satisfaction or waiver extent such shareholder receives cash in lieu of any or all fractional shares of the conditions set forth in this Section 4.02 shall be conclusiveBHS Common Stock.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceHCMC, of the following conditions: (a) The board of directors of Nuance HCMC shall have authorized and approved the Contribution and Distribution Spin-Off and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance HCMC stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementagreements. (c) The SpinCo Common Stock shall have been accepted for listing entered into a credit facility and any other financing the SpinCo board of directors determines to be necessary or advisable, in each case, on the Exchange or another national securities exchange approved by Nuance, subject terms and conditions acceptable to official notice of issuanceSpinCo. (d) HCMC shall have obtained an amendment to or replacement of the HCMC Credit Agreement permitting the Spin-Off. (e) The Commission shall have declared effective the Form 10S-1, of which the Prospectus is a part, under the Securities Act of 1933, and no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution Spin-Off shall be in effect, and no other event outside the control of Nuance HCMC shall have occurred, occurred or failed to occur, occur that prevents the consummation of the DistributionSpin-Off. (hg) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceHCMC, would result in the Distribution Spin-Off having a material adverse effect on Nuance HCMC or its stockholders. (h) Prior to the stockholders Distribution Date, the Prospectus shall have been mailed to the holders of NuanceHCMC Common Stock. (i) The actions HCMC shall have duly elected the individuals listed as members of post-Spin-Off SpinCo board of directors in the Form S-1, and such individuals shall be the members of SpinCo board of directors; provided, however, that SpinCo current directors shall appoint at least one independent director to serve on the Audit Committee prior to the date on which “when-issued” trading of SpinCo Common Stock commences. (j) Immediately prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of SpinCo, each in substantially the form filed as an exhibit to the Form S-1, shall be in effect. (k) HCMC shall have received a certificate signed by the Chief Financial Officer of SpinCo, dated as of the Distribution Date, certifying the satisfaction of the conditions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completedthis Section 4.02. The foregoing conditions are for the sole benefit of Nuance HCMC and shall not give rise to or create any duty on the part of Nuance HCMC or the Nuance HCMC board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance HCMC to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance HCMC board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.035.02, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceXxxxxx, of the following conditions: (a) The board of directors of Nuance Xxxxxx shall have authorized and approved the Contribution Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Cable Common Stock to Nuance stockholdersXxxxxx shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (d) The Cable Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Xxxxxx, subject to official notice of issuance. (e) Nuance Xxxxxx shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Representation LetterLetters, the Distribution will should qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Xxxxxx shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceXxxxxx, would result in the Distribution having a material adverse effect on Nuance Xxxxxx or the stockholders shareholders of NuanceXxxxxx. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) Cable shall have delivered to Xxxxxx a certificate signed by the Chief Executive Officer of Cable, dated as of the Distribution Date, certifying that Cable has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance Xxxxxx and shall not give rise to or create any duty on the part of Nuance Xxxxxx or the Nuance Xxxxxx board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Xxxxxx to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Xxxxxx board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceSHLD, of the following conditions: (a) The board of directors of Nuance SHLD shall have authorized and approved the Contribution Pre-Distribution Transactions and the Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo OSH Class A Common Stock and OSH Preferred Stock to Nuance stockholdersSHLD shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form S-1 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect effect, and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The OSH Class A Common Stock shall have been accepted for listing on Nasdaq or another national securities exchange approved by SHLD, subject to official notice of issuance, and the OSH Preferred Stock shall have been accepted for listing on the OTCQB, OTC Bulletin Board, the “Pink Sheets” or another over-the-counter quotation system approved by SHLD, subject to official notice of issuance. (e) Nuance SHLD shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free StatusTax Opinion. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance SHLD shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceSHLD, would result in the Distribution having a material adverse effect on Nuance SHLD or the stockholders shareholders of NuanceSHLD. (i) The actions set forth in Sections 4.01(b3.01(b), (f), (g) and (h) shall have been completed. (j) OSH shall have delivered to SHLD a certificate signed by the Chief Financial Officer of OSH, dated as of the Distribution Date, certifying that OSH has complied with Section 3.01(i). (k) The Internal Revenue Service shall not have revoked or modified the IRS Ruling in any material respect. The foregoing conditions are for the sole benefit of Nuance SHLD and shall not give rise to or create any duty on the part of Nuance SHLD or the Nuance SHLD board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance SHLD to terminate this Agreement as set forth in Article X IX or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance SHLD board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceDTE Energy, of the following conditions: (a) The board of directors of Nuance DTE Energy shall have authorized and approved the Contribution Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo DT Midstream Common Stock to Nuance stockholdersDTE Energy shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo DT Midstream Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceDTE Energy, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 1010 under the Exchange Act, and no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance DTE Energy shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution Transactions will qualify for Tax-Free Statustheir Intended Tax Treatment. (f) The Separation board of directors of DTE Energy shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of DTE Energy prior to the Spin-Off and each of DTE Energy and DT Midstream after the consummation of the Spin-Off. (g) The Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those any steps that are expressly contemplated to occur at or after the Distribution). (gh) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance DTE Energy shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hi) DTE Energy shall have received a final order from the New York Public Service Commission relating to the Spin-Off. (j) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceDTE Energy, would result in the Distribution having a material adverse effect on Nuance DTE Energy or the stockholders of Nuanceits shareholders. (ik) The actions set forth in Sections 4.01(b), (f), (g) and (hg) shall have been completed. The foregoing conditions are for the sole benefit of Nuance DTE Energy and shall not give rise to or create any duty on the part of Nuance DTE Energy or the Nuance DTE Energy board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance DTE Energy to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance DTE Energy board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersholders of Parent Common Stock. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in the Distribution having a material adverse effect on Nuance Parent or the stockholders of NuanceParent. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject (a) In addition to Section 5.03such conditions and required actions as are set forth in Article IV, as soon as practicable after the date of this Agreement, the Parties parties hereto shall use their reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceLucent, of those conditions set forth in Article IV and the following conditions: (ai) The board of directors of Nuance Registration Statement shall have authorized been filed and approved declared effective by the Contribution and Distribution and not withdrawn such authorization and approvalCommission, and there shall be no stop-order in effect with respect thereto and no proceeding for that purpose shall have declared been instituted by the dividend Commission. (ii) Lucent shall be satisfied in its sole discretion that as of SpinCo the Distribution Date it will have no further liability or obligation whatsoever under the Financing Facility. (iii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 4.2(b) shall have been taken and, where applicable, have become effective or been accepted. (iv) The Avaya Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock be issued in the Distribution shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceNYSE, subject to on official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (gv) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Contribution, Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect, and no other event outside the control of Nuance shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (hvi) No other events or developments This Agreement shall not have occurred prior to the Distribution that, in the judgment of the board of directors of Nuance, would result in the Distribution having a material adverse effect on Nuance or the stockholders of Nuancebeen terminated. (ib) The foregoing conditions and the conditions and required actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions Article IV are for the sole benefit of Nuance Lucent and shall not give rise to or create any duty on the part of Nuance Lucent or the Nuance board Lucent Board of directors Directors to waive, waive or not waive, waive such conditions or required actions or in any way limit the Lucent's right of Nuance to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board Lucent Board of directors Directors prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.2 and any or all of the conditions and required actions set forth in Article IV shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties The Distribution shall use reasonable best efforts to satisfy not be effected unless and until the following conditions prior to have been satisfied or waived by Exelon, in its sole and absolute discretion, at or before the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Nuance, of the following conditionsEffective Time: (a) The the board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and Exelon shall have declared the dividend of SpinCo Common Stock to Nuance stockholders.Distribution, which declaration may be made or withheld in its absolute and sole discretion; (b) Each Ancillary Agreement the Registration Statement shall have been executed declared effective by each party to the SEC, with no stop order in effect with respect thereto, and no proceedings for such agreement.purpose shall be pending before, or threatened by, the SEC; (c) The SpinCo Common Stock Exelon shall have mailed the Information Statement (or notice of internet availability thereof) to the Record Holders; (d) Exelon shall have received a private letter ruling from the IRS and an opinion from Sidley Austin LLP, in each case in form and substance satisfactory to Exelon, together substantially to the effect that the Distribution, together with certain related transactions, will qualify as a tax-free reorganization under sections 355 and 368(a)(1)(D) of the Code; (e) Exelon shall have received an opinion from Duff & Pxxxxx, LLC, in form and substance satisfactory to Exelon, as to certain solvency matters; (f) the NASDAQ Listing Application shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuanceapproved, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution).distribution; (g) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect, and no other event outside the control of Nuance shall have occurred, occurred or failed to occur, occur that prevents the consummation of all or any portion of the Distribution.; (h) No the transactions described in Article II (other than in respect of Deferred Assets or Deferred Liabilities) shall have been completed, except for such steps as Exelon in its sole discretion shall have determined may be completed after the Distribution Date; (i) ExGen shall have entered into the ExGen Credit Facility; (j) Exelon shall have completed its own financing transactions contemplated to occur on or prior to the Distribution Date, including amending and restating its existing credit facility; (k) no events or developments shall have occurred prior to the Distribution that, in the judgment of the Exelon board of directors of Nuancedirectors, would result in the Distribution having a material adverse effect on Nuance Exelon or the stockholders of Nuance.its shareholders; (il) The actions set forth Constellation shall have adopted the amended and restated articles of incorporation and amended and restated bylaws, as provided in Sections 4.01(bSection 3.6(a), ; (f), (gm) and (h) each of the Ancillary Agreements shall have been completed. The foregoing conditions are for the sole benefit of Nuance executed and shall not give rise delivered by each party thereto and be in full force and effect; and (n) any required material Governmental Approvals and other Consents necessary to or create any duty on the part of Nuance or the Nuance board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to consummate the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth portion thereof shall have been obtained and be in this Section 4.02 shall be conclusivefull force and effect.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceHoneywell, of the following conditions: (a) The board of directors of Nuance Honeywell shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo AdvanSix Common Stock to Nuance stockholdersHoneywell shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (d) The AdvanSix Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Honeywell, subject to official notice of issuance. (e) Nuance Honeywell shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, each of the applicable Internal Transactions and the Distribution will should qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Honeywell shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceHoneywell, would result in the Distribution having a material adverse effect on Nuance Honeywell or the stockholders shareholders of NuanceHoneywell. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) AdvanSix shall have delivered to Honeywell a certificate signed by the Chief Executive Officer of AdvanSix, dated as of the Distribution Date, certifying that AdvanSix has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance Honeywell and shall not give rise to or create any duty on the part of Nuance Honeywell or the Nuance Honeywell board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Honeywell to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Honeywell board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceTWX, of the following conditions: (a) The board of directors of Nuance TWX shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo AOL Common Stock to Nuance stockholdersTWX shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect effect, and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The AOL Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by TWX, subject to official notice of issuance. (e) Nuance TWX shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to that each of the accuracy of and compliance with the relevant Representation Letter, the Distribution Transactions will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) AOL shall have obtained written releases of the TWX Group, in each case effective upon the consummation of the Distribution, with respect to all Credit Support Instruments, or shall have provided TWX with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to TWX, against losses arising from all such Credit Support Instruments. (h) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance TWX shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hi) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceTWX, would result in the Distribution having a material adverse effect on Nuance TWX or the stockholders shareholders of NuanceTWX. (ij) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance TWX and shall not give rise to or create any duty on the part of Nuance TWX or the Nuance TWX board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance TWX to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance TWX board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, the Parties parties hereto shall use their reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The NCR Board shall have the sole discretion to determine the date of consummation of the Distribution. The obligations of the Parties parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceNCR, of the following conditions: (a) The board of directors of Nuance Information Statement shall have authorized been filed and approved declared effective by the Contribution and Distribution and not withdrawn such authorization and approvalCommission, and there shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersbe no stop-order in effect with respect thereto. (b) Each Ancillary Agreement Any required actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) shall have been executed by each party to such agreementtaken and, where applicable, have become effective or been accepted. (c) The SpinCo Teradata Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceNYSE, subject to on official notice of issuance. (d) The Commission NCR shall have declared effective received a private letter ruling from the Form 10Internal Revenue Service substantially to the effect that the Distribution, no stop order suspending the effectiveness together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Form 10 Code and such ruling shall be in effect form and no proceedings for that purpose shall be pending before or threatened by the Commission.substance satisfactory to NCR in its sole discretion; (e) Nuance NCR shall have received the written an opinion of XxxxWachtell, WeissLipton, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject Xxxx substantially to the accuracy of and compliance effect that the Distribution, together with the relevant Representation Lettercertain related transactions, the Distribution will qualify as a reorganization for Tax-Free Status.U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and such opinion shall be in form and substance satisfactory to NCR in its sole discretion; (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect, . (g) Such other actions as the parties hereto may reasonably request to be taken prior to the Separation in order to assure the successful completion of the Separation and no the other event outside the control of Nuance transactions contemplated by this Agreement shall have occurred, or failed to occur, that prevents the consummation of the Distributionbeen taken. (h) This Agreement shall not have been terminated. (i) Any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; and (j) No other events or developments shall have occurred prior subsequent to the Distribution date hereof that, in the judgment of the board Board of directors Directors of NuanceNCR, would result in the Distribution having a material adverse effect on Nuance NCR or on the stockholders shareholders of Nuance. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completedNCR. The foregoing conditions are for the sole benefit of Nuance NCR and shall not give rise to or create any duty on the part of Nuance NCR or the Nuance board NCR Board of directors Directors to waive, waive or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of waive any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusivecondition.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceOCWEN, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto and shall be in force and effect. (cb) The SpinCo Common Stock Form 10 shall have been accepted for listing on filed with the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have and declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and effect, no proceedings for that such purpose shall be pending before or threatened by the CommissionCommission and the Information Statement shall have been mailed to Record Holders. (c) The ALTISOURCE Common Stock shall have been accepted for listing on NASDAQ or another national securities exchange, subject to official notice of issuance. (d) A favorable opinion from O’Melveny & Xxxxx LLP in form and substance satisfactory to OCWEN in its sole discretion shall have been obtained that, among other things, confirms (i) the Distribution’s tax-free status under Section 355 of the Code and (ii) for U.S. federal income tax purposes, the non-recognition of gain or loss by, and the non-inclusion in the income of, any shareholder of OCWEN Common Stock upon the receipt by such shareholder of shares of ALTISOURCE Common Stock pursuant to the Distribution, except to the extent such shareholder receives cash in lieu of fractional shares of ALTISOURCE Common Stock. (e) Nuance The Separation shall have received been completed. (f) Any material Governmental Approvals and any other material Consents necessary to consummate the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which Separation and the Distribution shall remain have been obtained and be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Distribution shall be in effect, and no other event outside the control of Nuance OCWEN shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Separation or the Distribution. (h) There shall not be pending any litigation or other proceeding: challenging or seeking to restrain or prohibit the consummation of the Separation or the Distribution; seeking to limit the effect of the Separation or the Distribution or the operation of the OCWEN Business or ALTISOURCE Business after the Separation or the Distribution; or seeking material damages from either OCWEN or ALTISOURCE. (i) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceOCWEN, would result in the Distribution having a material adverse effect on Nuance OCWEN or on the stockholders shareholders of NuanceOCWEN. (ij) The actions set forth in Sections 4.01(bSection 3.01(b), (fd), (g) Section 3.01(f), and (hSection 3.01(g) shall have been completed. The foregoing conditions are for the sole benefit of Nuance OCWEN and shall not give rise to or create any duty on the part of Nuance OCWEN or the Nuance OCWEN board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance OCWEN to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance OCWEN board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have ratified, authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance Parent stockholders. (b) Each Master Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion opinions of each of Xxxx, WeissWexxx, RifkindRixxxxx, Xxxxxxx & Xxxxxxxx XLP and Xxxxx & Xxxxx LLP, each of which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with to the Separation Step Plan satisfaction of Parent (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other applicable legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in its sole and absolute discretion, makes it inadvisable to effect the Distribution having a material adverse effect on Nuance or the stockholders of Nuanceany other Separation Transaction. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, the Parties parties hereto shall use their reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The NCR Board shall have the sole discretion to determine the date of consummation of the Distribution. The obligations of the Parties parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceNCR, of the following conditions: (a) The board of directors of Nuance Information Statement shall have authorized been filed and approved declared effective by the Contribution and Distribution and not withdrawn such authorization and approvalCommission, and there shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersbe no stop-order in effect with respect thereto. (b) Each Ancillary Agreement Any required actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) shall have been executed by each party to such agreementtaken and, where applicable, have become effective or been accepted. (c) The SpinCo Teradata Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceNYSE, subject to on official notice of issuance. (d) The Commission NCR shall have declared effective received a private letter ruling from the Form 10Internal Revenue Service substantially to the effect that the Distribution, no stop order suspending the effectiveness together with certain related transactions, will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Form 10 Code and such ruling shall be in effect form and no proceedings for that purpose shall be pending before or threatened by the Commission.substance satisfactory to NCR in its sole discretion; (e) Nuance NCR shall have received the written an opinion of XxxxWachtell, WeissLipton, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject Xxxx substantially to the accuracy of and compliance effect that the Distribution, together with the relevant Representation Lettercertain related transactions, the Distribution will qualify as a reorganization for Tax-Free Status.U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and such opinion shall be in form and substance satisfactory to NCR in its sole discretion;; (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect, . (g) Such other actions as the parties hereto may reasonably request to be taken prior to the Separation in order to assure the successful completion of the Separation and no the other event outside the control of Nuance transactions contemplated by this Agreement shall have occurred, or failed to occur, that prevents the consummation of the Distributionbeen taken. (h) This Agreement shall not have been terminated. (i) Any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; and (j) No other events or developments shall have occurred prior subsequent to the Distribution date hereof that, in the judgment of the board Board of directors Directors of NuanceNCR, would result in the Distribution having a material adverse effect on Nuance NCR or on the stockholders shareholders of Nuance. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completedNCR. The foregoing conditions are for the sole benefit of Nuance NCR and shall not give rise to or create any duty on the part of Nuance NCR or the Nuance board NCR Board of directors Directors to waive, waive or not waive, such conditions or in any way limit the right of Nuance to terminate this Agreement as set forth in Article X or alter the consequences of waive any such termination from those specified in such Article. Any determination made by the Nuance board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusivecondition.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, subject to Section 4.02, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceBrink’s, of the following conditions: (a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders. (b) Each Ancillary Agreement shall have been executed by each party thereto. (b) The existing license pursuant to which Guarding licenses certain intellectual property from Network shall have been amended to exclude from such agreementlicense to Guarding the use of the Trade Symbols (as defined in the Brand Licensing Agreement) to the extent that the Brand License Agreement will prohibit Network from licensing such use to parties other than BHS or its Subsidiaries. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on filed with the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have and declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and effect, no proceedings for that such purpose shall be pending before or threatened by the CommissionCommission and the Information Statement shall have been mailed to holders of Brink’s Common Stock as of the Record Date. (d) The BHS Common Stock shall have been accepted for listing on the NYSE or another national securities exchange, subject to official notice of issuance. (e) Nuance A private letter ruling from the Internal Revenue Service in form and substance satisfactory to Brink’s in its sole discretion shall have received been obtained, and shall continue in effect, that, among other things, confirms, for U.S. federal income tax purposes (i) the written Distribution’s tax-free status under Section 355 of the Code and (ii) the non-recognition of gain or loss by, and the non-inclusion in the income of, any shareholder of Brink’s Common Stock upon the receipt by such shareholder of shares of BHS Common Stock pursuant to the Distribution. (f) A favorable opinion from Cravath, Swaine & Xxxxx LLP in form and substance satisfactory to Brink’s in its sole discretion shall have been obtained that, among other things, confirms, for U.S. federal income tax purposes (i) the Distribution’s tax-free status under Section 355 of Xxxxthe Code and (ii) the non-recognition of gain or loss by, Weissand the non-inclusion in the income of, Rifkindany shareholder of Brink’s Common Stock upon the receipt by such shareholder of shares of BHS Common Stock pursuant to the Distribution. (g) Brink’s shall have paid to BHS $100 (the “BHS Stock Purchase Amount”) in cash as consideration for the 100 shares of BHS Common Stock issued to Brink’s pursuant to the Subscription Agreement between Brink’s and BHS dated as of May 27, Xxxxxxx & Xxxxxxxx LLP, which 2008. (h) The Internal Transactions shall remain have been completed. (i) The Revolving Facility Credit Agreement shall have become effective. (j) Any material Governmental Approvals and any other material Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (gk) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Brink’s shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hl) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceBrink’s, would result in the Distribution having a material adverse effect on Nuance Brink’s or on the stockholders shareholders of NuanceBrink’s. (im) The actions set forth in Sections 4.01(b3.01(b), (f), (gd) and (he) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Brink’s and shall not give rise to or create any duty on the part of Nuance Brink’s or the Nuance Brink’s board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Brink’s to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Brink’s board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 3.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have ratified, authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, approval and shall have declared the dividend of SpinCo Common Stock to Nuance Parent stockholders. (b) Each Master Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx Xxxxx & Xxxxxxxx Young LLP, which shall remain in full force and effect, effect that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the External Contribution, together with the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with to the Separation Step Plan satisfaction of Parent (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other applicable legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in its sole and absolute discretion, makes it inadvisable to effect the Distribution having a material adverse effect on Nuance or the stockholders of Nuanceany other Separation Transaction. (i) Each Party shall have completed all information and consultations processes with works councils and other employee representative bodies required in connection with the Separation Transactions under applicable Law or Contract. (j) The actions set forth in Sections Section 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.035.04, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the DistributionSpin-Out. The obligations of the Parties to consummate the Distribution Spin-Out shall be conditioned on the satisfaction, or waiver by NuanceLVO, of the following conditions: (a) The board of directors of Nuance LVO shall have authorized and approved the Contribution and Distribution Spin-Out and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholdersDistribution. (b) Each Ancillary Agreement shall have been executed by each party to such agreementagreements. (c) The SpinCo Common Stock LVO shall have been accepted for listing on obtained an amendment to or replacement of from any applicable LVO Agreement or consent from any lender thereunder as required to consummate the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuanceSpin-Out. (d) The Commission SEC shall have declared effective the Form 10S-1, of which the Prospectus is a part, under the Securities Act, and no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the CommissionSEC. (e) Nuance The PODC Common Stock shall have received been accepted for listing on the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, thatNASDAQ or another national securities exchange approved by LVO, subject to the accuracy official notice of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Statusissuance. (f) The Separation Transactions LVO board of directors shall have been completed received a solvency opinion from a financial advisor, in accordance with the Separation Step Plan (other than those steps that are expressly contemplated form and substance acceptable to occur at or after the Distribution)LVO board of directors, regarding the effect of the Spin-Out. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution Spin-Out shall be in effect, and no other event outside the control of Nuance LVO shall have occurred, occurred or failed to occur, occur that prevents the consummation of the DistributionSpin-Out. (h) No other events or developments shall have occurred prior to the Distribution Direct Listing Date that, in the judgment of the board of directors of NuanceLVO, would result in the Distribution Spin-Out having a material adverse effect on Nuance LVO or the stockholders of Nuanceits stockholders. (i) The actions set forth in Sections 4.01(b)Prior to the Direct Listing Date, (f), (g) and (h) the Prospectus shall have been completedmailed to the holders of LVO Common Stock. (j) PODC shall have duly elected the individuals listed as members of post-Spin-Out PODC board of directors in the Form S-1, and such individuals shall be the members of PODC board of directors. (k) Immediately prior to the Direct Listing Date, the Certificate of Incorporation, as Amended, and the Bylaws of PODC, each in substantially the form filed as an exhibit to the Form S-1, shall be in effect. The foregoing conditions are for the sole benefit of Nuance LVO and shall not give rise to or create any duty on the part of Nuance LVO or the Nuance LVO board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance LVO to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance LVO board of directors prior to the Distribution Direct Listing concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceDTE Energy, of the following conditions: (a) The board of directors of Nuance DTE Energy shall have authorized and approved the Contribution Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo DT Midstream Common Stock to Nuance stockholdersDTE Energy shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo DT Midstream Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceDTE Energy, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 1010 under the Exchange Act, and no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance DTE Energy shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution Transactions will qualify for Tax-Free Statustheir Intended Tax Treatment. (f) The Separation board of directors of DTE Energy shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of each of DTE Energy and DT Midstream after the consummation of the Spin-Off. (g) The Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those any steps that are expressly contemplated to occur at or after the Distribution). (gh) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance DTE Energy shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hi) DTE Energy shall have received a final order from the New York Public Service Commission relating to the Spin-Off. (j) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceDTE Energy, would result in the Distribution having a material adverse effect on Nuance DTE Energy or the stockholders of Nuanceits shareholders. (ik) The actions set forth in Sections 4.01(b), (f), (g) and (hg) shall have been completed. The foregoing conditions are for the sole benefit of Nuance DTE Energy and shall not give rise to or create any duty on the part of Nuance DTE Energy or the Nuance DTE Energy board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance DTE Energy to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance DTE Energy board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have ratified, authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, approval and shall have declared the dividend of SpinCo Common Stock to Nuance Parent stockholders. (b) Each Master Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx Exxxx & Xxxxxxxx Young LLP, which shall remain in full force and effect, effect that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the External Contribution, together with the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with to the Separation Step Plan satisfaction of Parent (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other applicable legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in its sole and absolute discretion, makes it inadvisable to effect the Distribution having a material adverse effect on Nuance or the stockholders of Nuanceany other Separation Transaction. (i) Each Party shall have completed all information and consultations processes with works councils and other employee representative bodies required in connection with the Separation Transactions under applicable Law or Contract. (j) The actions set forth in Sections Section 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceParent, of the following conditions: (a) The board of directors of Nuance Parent shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance Parent stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by NuanceParent, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Parent shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterLetters, the Distribution will qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution). (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Parent shall have occurred, or failed to occur, that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceParent, would result in the Distribution having a material adverse effect on Nuance Parent or the stockholders of NuanceParent. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Parent and shall not give rise to or create any duty on the part of Nuance Parent or the Nuance Parent board of directors to waive, or not waive, such conditions or in any way limit the right of Nuance Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Parent board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceTWX, of the following conditions: (a) The board of directors of Nuance TWX shall have authorized and approved the Contribution Separation and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Time Common Stock to Nuance stockholdersTWX shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementthereto. (c) The SpinCo Common Stock Form 10 shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective by the Form 10Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that such purpose shall be pending before or threatened by the Commission. (d) The Time Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by TWX, subject to official notice of distribution. (e) Nuance TWX shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, (i) the Distribution will should qualify for Tax-Free Statusits U.S. Intended Tax Treatment and (ii) no “excess loss account” (within the meaning of Section 1.1502 of the Regulations) with respect to the Time Common Stock should be taken into account as income or gain as a result of any step of the Internal Reorganization or the Distribution. (f) The Separation Transactions Internal Reorganization shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance TWX shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceTWX, would result in the Distribution having a material adverse effect on Nuance TWX or the stockholders shareholders of NuanceTWX. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) Time shall have delivered to TWX a certificate signed by the Chief Financial Officer of Time, dated as of the Distribution Date, certifying that Time has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance TWX and shall not give rise to or create any duty on the part of Nuance TWX or the Nuance TWX board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance TWX to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance TWX board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.035.04, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceB&N, of the following conditions: (a) The board of directors of Nuance B&N shall have authorized and approved the Contribution and Distribution Spin-Off and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo BNED Common Stock to Nuance B&N stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreementagreements. (c) The SpinCo Common Stock BNED shall have been accepted for listing entered into a credit facility and any other financing the BNED board of directors determines to be necessary or advisable, in each case, on the Exchange or another national securities exchange approved by Nuance, subject terms and conditions acceptable to official notice of issuanceBNED. (d) B&N shall have obtained an amendment to or replacement of the B&N Credit Agreement permitting the Spin-Off. (e) The Commission shall have declared effective the Form 10S-1, of which the Prospectus is a part, under the Securities Act of 1933, and no stop order suspending the effectiveness of the Form 10 S-1 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (ef) Nuance The BNED Common Stock shall have been accepted for listing on the NYSE or another national securities exchange approved by B&N, subject to official notice of issuance. (g) B&N shall have received the written opinion opinions of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP and KPMG LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Distribution Spin-Off will qualify for Tax-Free Statusits Intended Tax Treatment. (fh) The Separation Transactions B&N board of directors shall have been completed received a solvency opinion from a financial advisor, in accordance with the Separation Step Plan (other than those steps that are expressly contemplated form and substance acceptable to occur at or after the Distribution)B&N board of directors, regarding the effect of the Spin-Off. (gi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution Spin-Off shall be in effect, and no other event outside the control of Nuance B&N shall have occurred, occurred or failed to occur, occur that prevents the consummation of the DistributionSpin-Off. (hj) No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the board of directors of NuanceB&N, would result in the Distribution Spin-Off having a material adverse effect on Nuance B&N or the stockholders of Nuanceits stockholders. (ik) The actions Prior to the Distribution Date, the Prospectus shall have been mailed to the holders of B&N Common Stock. (l) B&N shall have duly elected the individuals listed as members of post-Spin-Off BNED board of directors in the Form S-1, and such individuals shall be the members of BNED board of directors; provided that BNED current directors shall appoint at least one independent director to serve on the Audit Committee prior to the date on which “when-issued” trading of BNED Common Stock commences. (m) Immediately prior to the Distribution Date, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of BNED, each in substantially the form filed as an exhibit to the Form S-1, shall be in effect. (n) B&N shall have received a certificate signed by the Chief Financial Officer of BNED, dated as of the Distribution Date, certifying the satisfaction of the conditions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completedthis Section 4.02. The foregoing conditions are for the sole benefit of Nuance B&N and shall not give rise to or create any duty on the part of Nuance B&N or the Nuance B&N board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance B&N to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance B&N board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceVista Outdoor, of the following conditions: (a) The board of directors of Nuance Vista Outdoor shall have authorized and approved the Contribution Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo [Outdoor Products] Common Stock to Nuance Vista Outdoor stockholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo [Outdoor Products] Common Stock shall have been accepted for listing on the Exchange NYSE or another national securities exchange approved by NuanceVista Outdoor, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 1010 under the Exchange Act, and no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (e) Nuance Vista Outdoor shall have received the written opinion of XxxxXxxxxxx, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation LetterTax Opinion Representations, the Internal Transactions and the Distribution will qualify for Tax-Free Statustheir Intended Tax Treatment. (f) The Separation board of directors of Vista Outdoor shall have received one or more opinions (which have not been withdrawn or adversely modified) in customary form from one or more nationally recognized valuation, appraisal or accounting firms or investment banks as to the solvency and financial viability of each Party after the consummation of the Spin-Off. (g) The Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those any steps that are expressly contemplated to occur at or after the Distribution). (gh) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Vista Outdoor shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (hi) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceVista Outdoor, would result in makes it inadvisable to effect the Distribution having a material adverse effect on Nuance or the stockholders of NuanceSpin-Off and other related transactions. (ij) The actions set forth in Sections 4.01(b), (f), (g4.01(f) and (h4.01(g) shall have been completed. The foregoing conditions are for the sole benefit of Nuance Vista Outdoor and shall not give rise to or create any duty on the part of Nuance Vista Outdoor or the Nuance Vista Outdoor board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Vista Outdoor to terminate this Agreement as set forth in Article X XI or alter in any way the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Vista Outdoor board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NuanceXxxxxx, of the following conditions: (a) The board of directors of Nuance Xxxxxx shall have authorized and approved the Contribution Internal Transactions and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Cable Common Stock to Nuance stockholdersXxxxxx shareholders. (b) Each Ancillary Agreement shall have been executed by each party to such agreement. (c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance. (d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission. (d) The Cable Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Xxxxxx, subject to official notice of issuance. (e) Nuance Xxxxxx shall have received the written opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Tax Representation LetterLetters, the Distribution will should qualify for Tax-Free Statusits Intended Tax Treatment. (f) The Separation Internal Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution)completed. (g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance Xxxxxx shall have occurred, occurred or failed to occur, occur that prevents the consummation of the Distribution. (h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of NuanceXxxxxx, would result in the Distribution having a material adverse effect on Nuance Xxxxxx or the stockholders shareholders of NuanceXxxxxx. (i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. (j) Cable shall have delivered to Xxxxxx a certificate signed by the Chief Executive Officer of Cable, dated as of the Distribution Date, certifying that Cable has complied with Section 4.01(i). The foregoing conditions are for the sole benefit of Nuance Xxxxxx and shall not give rise to or create any duty on the part of Nuance Xxxxxx or the Nuance Xxxxxx board of directors to waive, waive or not waive, waive such conditions or in any way limit the right of Nuance Xxxxxx to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Nuance Xxxxxx board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.