Common use of Conditions Precedent to Distribution Clause in Contracts

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; and (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of the Transactions or the Merger.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless (a) each of the following conditions shall have been satisfied:satisfied (or waived by Parent in its sole discretion) and (b) the conditions set forth in sub-clause (iii) – (ix) shall have been satisfied (or waived by Acquiror in its sole discretion): (ai) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Annex I hereto (the “Offer Conditions”) shall have been fulfilled satisfied or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only are to be satisfied at such closing of the transactions contemplated or waived by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only party entitled to the consummation of benefit thereto and other than the conditions that by their nature are to be satisfied contemporaneously with the Distribution); (bii) each the board of directors of Parent shall be satisfied that the Distribution can be made out of surplus within the meaning of Section 170 of the other Transaction Documents General Corporation Law of the State of Delaware and shall have received a solvency opinion in form and substance satisfactory to the board of directors of Parent; (iii) the Completing Transfer (if applicable) shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (civ) an applicable registration statement or form as determined by Parent in its sole discretion or as otherwise required by the Reorganization Commission for commencement of the Exchange Offer, and consummating the Distribution shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the Commission (the “Applicable SEC shall have been Filings”) and declared effective effective, if applicable, by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 such Applicable SEC Filing shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Applicable SEC Filing shall have been mailed to holders of Pinnacle Parent Common Stock (and the holders of Acquiror Common Stock, if applicable), as of the any applicable Record DateDate or as otherwise required by Law; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (gvi) OpCo each of the Ancillary Agreements shall have obtained an opinion been duly executed and delivered by the parties thereto; (vii) no applicable Law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution, the Merger or the other transactions contemplated hereby; (viii) all material governmental approvals and consents and all material permits, registrations and consents from a nationally-recognized valuation or accounting firm or investment bankthird parties, as to the adequacy of surplus under Delaware law in each case, necessary to effect the Distribution and the OpCo Cash Payment, Merger and as to permit the solvency operation of OpCo and Pinnacle the JV Business after giving effect to the Distribution and Date substantially as it is conducted at the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution date hereof shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirementsobtained; and (iix) no injunction by any court or other tribunal of competent jurisdiction the Merger Agreement shall have been entered into by the parties thereto and shall continue to be in full force and effect, and all conditions and obligations of the parties to the Merger Agreement to consummate the Merger and to effect and no Law the other transactions contemplated by the Merger Agreement (other than the filing of the certificate of merger) shall have been adopted satisfied or be effective preventing consummation waived, such that the Merger is consummated immediately following the Distribution. Each of the foregoing conditions is for the sole benefit of Parent (other than the conditions in (iii) – (ix) above, which is also for the benefit of Acquiror) and shall not give rise to or create any duty on the part of Parent (or Acquiror, if applicable) or its board of directors to waive or not to waive any such condition. Any determination made by Parent on or prior to the Distribution concerning the satisfaction or waiver of any or all of the Transactions conditions set forth in clause (i) or (ii) of this Section 3.01 shall be conclusive and binding on the Mergerparties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless (i) each of the following conditions shall have been satisfied:satisfied (or waived by Parent in its sole discretion), and (ii) the conditions set forth in sub-clause (iii) — (ix) shall have been satisfied (or waived by Acquiror in its sole discretion): (ai) [each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Annex I hereto (the “Offer Conditions”) shall have been fulfilled satisfied or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only are to be satisfied at such closing or waived by the party entitled to the benefit thereto and other than the conditions that by their nature are to be satisfied contemporaneously with the Distribution);]5 (ii) the board of directors of Parent shall be satisfied that any [Clean-up] Distribution[, if applicable,] can be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfied) Delaware and GLPI shall have confirmed to Pinnacle received a solvency opinion in writing that it is prepared to consummate the Merger, subject only form and substance satisfactory to the consummation board of the Distributiondirectors of Parent to that effect; (biii) each of the other Transaction Documents Controlled Transfer shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (civ) an applicable registration statement or form as determined by Parent in its sole discretion or as otherwise required by the Reorganization Commission for [commencement of the Exchange Offer, and] consummating the Distribution shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the Commission (the “Applicable SEC shall have been Filings”) and declared effective effective, if applicable, by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 such Applicable SEC Filing shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Applicable SEC Filing shall have been mailed to holders of Pinnacle Parent Common Stock (and the holders of Acquiror Common Stock, if applicable), as of the Record Date;; 5 NTD: Exchange offer conditions, if any, to be included by Parent, if applicable (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (gvi) OpCo each of the Ancillary Agreements shall have obtained an opinion been duly executed and delivered by the parties thereto; (vii) no applicable Law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution, the Merger or the other transactions contemplated hereby; (viii) all material governmental approvals and consents and all material permits, registrations and consents from a nationally-recognized valuation or accounting firm or investment bankthird parties, as to the adequacy of surplus under Delaware law in each case, necessary to effect the Distribution and the OpCo Cash Payment, Merger and as to permit the solvency operation of OpCo and Pinnacle the JV Business after giving effect to the Distribution and Date substantially as it is conducted at the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution date hereof shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirementsobtained; and (iix) no injunction by any court or other tribunal of competent jurisdiction the Merger Agreement shall have been entered into by the parties thereto and shall continue to be in full force and effect, and all conditions and obligations of the parties to the Merger Agreement to consummate the Merger and to effect and no Law the other transactions contemplated by the Merger Agreement (other than the filing of the certificate of merger) shall have been adopted satisfied or be effective preventing consummation waived, such that the Merger is consummated immediately following the Distribution. Each of the foregoing conditions is for the sole benefit of Parent (other than the conditions in (iii) — (ix) above, which is also for the benefit of Acquiror) and shall not give rise to or create any duty on the part of Parent (or Acquiror, if applicable) or its board of directors to waive or not to waive any such condition. Any determination made by Parent on or prior to the Distribution concerning the satisfaction or waiver of any or all of the Transactions conditions set forth in clause (i) or (ii) of this Section 3.01 shall be conclusive and binding on the Mergerparties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by VF in its sole discretion): (ai) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by completed; (ii) the party for whose benefit such condition exists Kontoor Brands Financing Transactions shall have been consummated and the Cash Contribution shall have occurred; (other than those conditions that by their nature can only iii) the Board of Directors of VF shall be satisfied at such closing that the Distribution will be made in a manner that does not cause VF to be unable to pay its debts in the usual course of its business or cause the total assets of VF to be less than the sum of its total liabilities plus the amount that would be needed, if VF were to be dissolved as of the transactions contemplated by Distribution Time, to satisfy the Merger Agreement; provided that such conditions preferential rights upon dissolution of shareholders whose preferential rights are then capable superior to those receiving the distribution, if any, in each case in accordance with Section 1551 of being satisfiedthe Corporations and Unincorporated Associations Law of the Commonwealth of Pennsylvania; (iv) and GLPI the Board of Directors of VF shall have confirmed approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (dv) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the VF Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fvi) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvii) the OpCo Kontoor Brands Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (viii) the Board of Directors of Kontoor Brands, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) VF shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to VF confirming that (i) no injunction by any court or other tribunal the Contribution and the Distribution, taken together, will qualify as a “reorganization” within the meaning of competent jurisdiction Section 368(a)(1)(D) of the Code and (ii) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 355(c) of the Code; (xi) a nationally recognized valuation advisory firm acceptable to VF shall have delivered one or more opinions to the Board of Directors of VF concerning the solvency and capital adequacy matters relating to each of (A) VF and its Group and (B) Kontoor Brands and its Group after consummation of the Distribution, and such opinions shall be acceptable to the Board of Directors of VF in its sole and absolute discretion and such opinions shall not have been entered and shall continue to be in effect and withdrawn or rescinded; (xii) no Applicable Law shall have been adopted adopted, promulgated or issued, and be effective preventing in effect, that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xiii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Jeanswear Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiv) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of VF, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.01(a) is for the sole benefit of VF and shall not give rise to or create any duty on the part of VF or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit VF’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by VF on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by GGP, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by completed in accordance with the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the DistributionPlan; (b) each of the other Transaction Documents Plan Effective Date shall have been duly executed and delivered by the parties thereto, as applicableoccurred; (c) the Reorganization Private Letter Ruling shall have been substantially completed received and shall not have been revoked or modified in accordance with the Plan of Reorganizationany material respect; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Spinco Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities the New York Stock Exchange, subject to compliance with applicable listing requirements; andofficial notice of issuance; (if) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto; (g) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Restructuring, shall be in effect; (h) prior to the Distribution, all of GGP’s representatives or designees shall have resigned or been removed as officers from all members of the Spinco Group, and all of Spinco’s representatives or designees shall have resigned or been removed as officers from all members of the GGP Group; (i) the designees of REP Investments LLC (or its affiliates) and Pershing Square Capital Management, L.P. (or its affiliates), as set forth in the Cornerstone Investment Agreement and the Pershing Investment Agreement, shall have been appointed to the to the board of directors of Spinco; and (j) no event or development shall have occurred or exist that, in the judgment of the board of directors of GGP, in its sole discretion, makes it inadvisable to effect the Restructuring, the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of GGP and shall not give rise to or create any duty on the part of GGP or its board of directors to waive or not to waive any such condition or to effect the Restructuring and the Distribution, or in any way limit GGP’s rights of termination set forth in this Agreement. Any determination made by GGP prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: satisfied (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by Xxxxxx Xxxxxxx in its sole discretion): (i) the party for whose benefit such condition exists (other than those conditions that by their nature can only Board of Directors of Xxxxxx Xxxxxxx shall be satisfied at such closing that the Distribution will be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfied) Delaware and GLPI shall have confirmed to Pinnacle received a solvency opinion in writing that it is prepared to consummate the Merger, subject only form and substance satisfactory to the consummation Board of the DistributionDirectors of Xxxxxx Xxxxxxx to that effect; (bii) each prior to the declaration of the other Transaction Documents shall have been duly executed Special Dividend and delivered by the parties theretoRestructuring, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC Cash Dividend shall have been declared effective and distributed by Discover; (iii) prior to the SEC Restructuring, the Special Dividend shall have been declared and distributed by Discover; (iv) the Restructuring shall have been consummated; (v) all material Intercompany Accounts shall have been settled; (vi) no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Xxxxxx Xxxxxxx Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fvii) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hviii) the OpCo Discover Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirementsofficial notice of issuance; (ix) the Board of Directors of Discover, as named in the Information Statement, shall have been elected by Xxxxxx Xxxxxxx, as sole stockholder of Discover, and the amended and restated certificate of incorporation and bylaws of Discover, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (x) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (xi) Xxxxxx Xxxxxxx shall have received a private letter ruling from the IRS and/or an opinion of Xxxxx Xxxx & Xxxxxxxx, in either case reasonably satisfactory to the Board of Directors of Xxxxxx Xxxxxxx, confirming the application of Sections 355 and 368 of the Code to the Distribution and certain related matters, and a ruling from the California Franchise Tax Board or an opinion of counsel, in either case reasonably satisfactory to the Board of Directors of Xxxxxx Xxxxxxx, confirming the application of the corresponding provisions of California state tax law to the Distribution; (xii) no Applicable Law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution and the other transactions contemplated hereby; (xiii) all material governmental approvals and consents and all material permits, registrations and consents from third parties, in each case, necessary to effect the Distribution and to permit the operation of the Discover Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (xiv) Discover shall have received credit ratings from the rating agencies that are satisfactory to Xxxxxx Xxxxxxx; and (ixv) no injunction by any court event or other tribunal of competent jurisdiction development shall have been entered and shall continue occurred or exist that, in the judgment of the Board of Directors of Xxxxxx Xxxxxxx, in its sole discretion, makes it inadvisable to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any the other transactions contemplated hereby. Each of the Transactions foregoing conditions is for the sole benefit of Xxxxxx Xxxxxxx and shall not give rise to or create any duty on the Mergerpart of Xxxxxx Xxxxxxx or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxx Xxxxxxx’x rights of termination set forth in this Agreement. Any determination made by Xxxxxx Xxxxxxx on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by L Brands in its sole discretion): (ai) each of the conditions to Restructuring, including the closing of Contribution and the Merger Agreement set forth in Article VI thereof Special Cash Payment, shall have been fulfilled or waived by completed; (ii) the party for whose benefit such condition exists (other than those conditions that by their nature can only VS Financing Transactions shall have been consummated and L Brands shall be satisfied at such closing in its sole and absolute discretion that, as of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI Distribution Time, it shall have confirmed no Liability whatsoever under the VS Financing Transactions; (iii) the Board of Directors of L Brands shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (div) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement, or a notice of Internet availability thereof, shall have been mailed to holders of Pinnacle the L Brands Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken or made and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvi) the OpCo VS Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivii) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of VS, as named in the Information Statement, shall have been entered duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (ix) L Brands shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to L Brands confirming that (A) the Contribution, the Special Cash Payment and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code, (B) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 361(c) of the Code and (C) the L Brands Cash Distribution should qualify as money distributed to L Brands creditors or stockholders in connection with the reorganization for purposes of Section 361(b) of the Code; (x) an independent nationally recognized valuation advisory firm acceptable to L Brands shall have delivered one or more opinions to the Board of Directors of L Brands concerning the solvency and capital adequacy matters relating to each of (A) L Brands and its Group prior to the consummation of the Distribution and (B) L Brands and its Group and VS and its Group after consummation of the Distribution, and such opinions shall be acceptable in form and substance to the Board of Directors of L Brands in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded; (xi) no Applicable Law shall have been adopted adopted, promulgated or issued, and be effective preventing in effect, that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby or in an Ancillary Agreement; (xii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of L Brands, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby or in an Ancillary Agreement. (b) Each of the conditions set forth in Section 3.01(a) is for the sole benefit of L Brands and shall not give rise to or create any duty on the part of L Brands or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit L Brands’ rights of termination as set forth in Section 6.12 or alter the consequences of any termination from those specified in Section 6.12. Any determination made by L Brands on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the Parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Xxxxxx Xxxxxxx in its sole discretion): (ai) each the Board of Directors of Xxxxxx Xxxxxxx shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the conditions General Corporation Law of the State of Delaware and shall have received a solvency opinion in form and substance satisfactory to the closing Board of Directors of Xxxxxx Xxxxxxx to that effect; (ii) prior to completion of the Merger Agreement set forth in Article VI thereof Restructuring, the Cash Dividend shall have been fulfilled or waived declared and distributed by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the DistributionDiscover; (biii) each of the other Transaction Documents Restructuring shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (civ) the Reorganization Special Dividend shall have been substantially completed in accordance with the Plan of Reorganizationdeclared and distributed by Discover; (dv) all material Intercompany Accounts shall have been settled; (vi) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Xxxxxx Xxxxxxx Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fvii) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hviii) the OpCo Discover Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (iix) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Discover, as named in the Information Statement, shall have been entered duly elected, and the amended and restated certificate of incorporation and bylaws of Discover, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (x) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (xi) Xxxxxx Xxxxxxx shall have received a private letter ruling from the IRS and/or an opinion of Xxxxx Xxxx & Xxxxxxxx, in either case reasonably satisfactory to Xxxxxx Xxxxxxx, confirming the application of Sections 355 and 368 of the Code to the Distribution and certain related matters, and a ruling from the California Franchise Tax Board or an opinion of counsel, in either case reasonably satisfactory to Xxxxxx Xxxxxxx, confirming the application of the corresponding provisions of California state tax law to the Distribution; (xii) no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any the other transactions contemplated hereby; (xiii) all material governmental approvals and consents and all material permits, registrations and consents from third parties, in each case, necessary to effect the Distribution and to permit the operation of the Transactions Discover Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (xiv) Discover shall have received credit ratings from the rating agencies that are satisfactory to Xxxxxx Xxxxxxx; and (xv) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Xxxxxx Xxxxxxx, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Xxxxxx Xxxxxxx and shall not give rise to or create any duty on the part of Xxxxxx Xxxxxxx or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxx Xxxxxxx’x rights of termination set forth in this Agreement. Any determination made by Xxxxxx Xxxxxxx on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: satisfied (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by Xxxxxx Oil in its sole discretion): (i) the party for whose benefit such condition exists (other than those conditions that by their nature can only Board of Directors of Xxxxxx Oil shall be satisfied at such closing that the Distribution will be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfiedDelaware; (ii) and GLPI the Board of Directors of Xxxxxx Oil shall have confirmed approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (biii) each of the other Transaction Documents Restructuring shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (div) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Xxxxxx Oil Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvi) the OpCo Xxxxxx USA Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivii) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Xxxxxx USA, as named in the Information Statement, shall have been entered duly elected, and the amended and restated certificate of incorporation and the amended and restated bylaws of Xxxxxx USA, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (ix) Xxxxxx Oil shall have received a private letter ruling from the IRS and an opinion of Xxxxx Xxxx & Xxxxxxxx LLP (neither of which shall have been revoked or modified in any material respect), in each case, reasonably satisfactory to Xxxxxx Oil, confirming that the Distribution will be tax free to the stockholders of Xxxxxx Oil for United States federal income tax purposes; (x) no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xi) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Xxxxxx USA Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (xii) a credit facility shall have been made available to Xxxxxx USA by its lenders on terms and in an amount satisfactory to Xxxxxx Oil; (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Xxxxxx Oil, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Xxxxxx Oil and shall not give rise to or create any duty on the part of Xxxxxx Oil or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxx Oil’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11. Any determination made by Xxxxxx Oil on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: satisfied (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by Xxxxxx Oil in its sole discretion): (i) the party for whose benefit such condition exists (other than those conditions that by their nature can only Board of Directors of Xxxxxx Oil shall be satisfied at such closing that the Distribution will be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfiedDelaware; (ii) and GLPI the Board of Directors of Xxxxxx Oil shall have confirmed approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (biii) each of the other Transaction Documents Restructuring shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (div) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Xxxxxx Oil Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvi) the OpCo Xxxxxx USA Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivii) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Xxxxxx USA, as named in the Information Statement, shall have been entered duly elected, and the amended and restated certificate of incorporation and the amended and restated bylaws of Xxxxxx USA, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (ix) Xxxxxx Oil shall have received a private letter ruling from the IRS and an opinion of Xxxxx Xxxx & Xxxxxxxx LLP (neither of which shall have been revoked or modified in any material respect), in each case, reasonably satisfactory to Xxxxxx Oil, confirming that the Distribution will be tax free to Xxxxxx Oil and to the stockholders of Xxxxxx Oil for United States federal income tax purposes; (x) no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xi) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Xxxxxx USA Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (xii) a credit facility shall have been made available to MOUSA by its lenders on terms and in an amount satisfactory to Xxxxxx Oil; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Xxxxxx Oil, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Xxxxxx Oil and shall not give rise to or create any duty on the part of Xxxxxx Oil or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxx Oil’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11. Any determination made by Xxxxxx Oil on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by ADS in its sole discretion): (ai) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Mergercompleted, subject only to including the consummation of the Loyalty Ventures Financing Arrangements and the Contribution, including the transfer by Loyalty Ventures of the Cash Proceeds of the Loyalty Ventures Financing Arrangements to ADILC in partial consideration for the stock of Loyalty Ventures First-Tier Subsidiaries; (ii) the Board of Directors of ADS shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (diii) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement, or a notice of Internet availability thereof, shall have been mailed to holders of Pinnacle the ADS Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fiv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hv) the OpCo Loyalty Ventures Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities ExchangeNasdaq, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivi) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Loyalty Ventures, as named in the Information Statement, shall have been entered duly appointed, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (vii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (viii) ADS shall have received the PLR and the Tax Opinion (neither of which shall have been revoked or modified in any material respect), both of which are reasonably satisfactory to ADS ; (ix) no Applicable Law shall have been adopted adopted, promulgated or issued, and be effective preventing in effect, that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (x) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Loyalty Ventures Group and the LoyaltyOne Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xi) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of ADS, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in Section 3.01(a) is for the sole benefit of ADS and shall not give rise to or create any duty on the part of ADS or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit ADS’ rights of termination as set forth in Section 6.12 or alter the consequences of any termination from those specified in Section 6.12. Any determination made by ADS on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Leucadia, in whole or in part, in its sole discretion): (a) each the transfer of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Intercompany Indebtedness shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing completed in accordance with Article II of the transactions contemplated by the Merger this Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle Leucadia Common Stock Shares as of the Record Date; (ec) prior to each of the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo Ancillary Agreements shall have been filed with duly executed and delivered by the SECparties thereto; (fd) all actions and filings with respect Leucadia shall have received an opinion of Weil, Gotshal & Xxxxxx LLP to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws effect that the contribution of the Intercompany Indebtedness and the rules obligation to make the Cash Contribution and regulations thereunder shall have been taken andthe Distribution will qualify as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies, where applicable, become effective or been acceptedrespectively; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; and (ie) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Contribution, shall be in effect; and (f) no event or development shall have occurred or exist that, in the judgment of the board of directors of Leucadia, in its sole discretion, makes it inadvisable to effect the Contribution, the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Leucadia and shall not give rise to or create any duty on the part of Leucadia or its board of directors to waive or not to waive any such condition or to effect the Contribution and the Distribution, or in any way limit Leucadia’s rights of termination set forth in this Agreement. Any determination made by Leucadia prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by WHI, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents Agreements shall have been duly executed and delivered by the parties thereto, as applicable; (cb) the Internal Reorganization and the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) the Private Letter Ruling shall not have been revoked or modified in any material respect and WHI shall have received the opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), in form and substance satisfactory to WHI, confirming, among other things, that certain aspects of the Reorganization and Distribution, together with certain related transactions, should qualify as tax-free to WHI, Windstream, CS&L and holders of WHI Common Stock for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code; (d) the Form 10 filed WHI and Windstream shall have received such solvency opinions and appraisals, each in such form and substance, as they shall deem necessary, appropriate or advisable in connection with the SEC consummation of the Transactions; (e) the Registration Statement shall have been declared effective by the SEC and SEC, with no stop order suspending the effectiveness of the Form 10 shall be in effecteffect with respect thereto, and no proceedings for such purpose shall be pending before before, or threatened by by, the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle WHI Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo CS&L Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities ExchangeNYSE or NASDAQ, subject to compliance with applicable listing requirements; and; (ih) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Internal Reorganization or the MergerReorganization, shall be threatened, pending or in effect; (i) all Required Approvals shall have been obtained and be in full force and effect; (i) CS&L shall have entered into the financing transactions described in the Registration Statement or the Information Statement and contemplated to occur on or prior to the Distribution Date, and WHI and Windstream shall have entered into the financing transactions and credit agreement amendments to be entered into in connection with the Plan of Reorganization (collectively, the “Financing Arrangements”) and the respective amendments thereunder shall have become effective and financings thereunder shall have been consummated and shall be in full force and effect, and (ii) CS&L shall have transferred to WHI or the applicable member of the WHI Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, (x) CS&L debt securities with a principal amount approximately equal to $[•] billion, (y) an amount in cash that will not exceed the total adjusted basis of all of the Assigned Assets (the “Cash Payment”), and (z) all of the stock of CS&L; (k) on or prior to the Distribution, the persons specified in the Information Statement shall have been duly elected as members of CS&L’s board of directors; (l) WHI, Windstream and CS&L shall each have taken all necessary action that may be required to provide for the adoption by CS&L of the Articles of Amendment and Restatement and the Amended and Restated Bylaws, and CS&L shall have filed the Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation; (m) at or prior to the Effective Time, WHI, Windstream and CS&L shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of CS&L in order to satisfy the applicable rules and regulations of NYSE or NASDAQ; and (n) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of WHI, in its sole discretion, makes it inadvisable to effect the Transactions. Notwithstanding Section 3.1(d) or any other provision hereof, each of the foregoing conditions is for the sole benefit of WHI and shall not give rise to or create any duty on the part of WHI or its board of directors to waive or not to waive any such condition or to effect the Internal Reorganization, the Reorganization and the Distribution, or in any way limit WHI’s rights of termination set forth in this Agreement. Any determination made by WHI prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the Parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by GGP, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of ReorganizationSpinoff Plan; (db) the Form 10 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hc) the OpCo Spinco Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities the New York Stock Exchange, subject to compliance with applicable listing requirements; andofficial notice of issuance; (id) each of the Senior Credit Facility and the Brookfield Subordinated Facility shall be in full force and effect, and Spinco shall have access to the funds contemplated thereby; (e) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (f) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Restructuring, shall be in effect; (g) prior to the Distribution, all of GGP’s representatives or designees shall have resigned or been removed as officers from all members of the Spinco Group, and all of Spinco’s representatives or designees shall have resigned or been removed as officers from all members of the GGP Group; and (h) no event or development shall have occurred or exist that, in the judgment of the board of directors of GGP, in its sole discretion, makes it inadvisable to effect the Restructuring, the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of GGP and shall not give rise to or create any duty on the part of GGP or its board of directors to waive or not to waive any such condition or to effect the Restructuring and the Distribution, or in any way limit GGP’s rights of termination set forth in this Agreement. Any determination made by GGP prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by GGP, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by completed in accordance with the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the DistributionPlan; (b) each of the other Transaction Documents Plan Effective Date shall have been duly executed and delivered by the parties thereto, as applicableoccurred; (c) the Reorganization Private Letter Ruling shall have been substantially completed received and shall not have been revoked or modified in accordance with the Plan of Reorganizationany material respect; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Spinco Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities the New York Stock Exchange, subject to compliance with applicable listing requirements; andofficial notice of issuance; (if) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto; (g) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Restructuring, shall be in effect; (h) prior to the Distribution, all of GGP’s representatives or designees shall have resigned or been removed as officers from all members of the Spinco Group, and all of Spinco’s representatives or designees shall have resigned or been removed as officers from all members of the GGP Group; (i) the designees of Brookfield Retail Holdings LLC (or its affiliates) and Pershing Square Capital Management, L.P. (or its affiliates), as set forth in the Cornerstone Investment Agreement and the Pershing Investment Agreement, shall have been appointed to the to the board of directors of Spinco; and (j) no event or development shall have occurred or exist that, in the judgment of the board of directors of GGP, in its sole discretion, makes it inadvisable to effect the Restructuring, the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of GGP and shall not give rise to or create any duty on the part of GGP or its board of directors to waive or not to waive any such condition or to effect the Restructuring and the Distribution, or in any way limit GGP’s rights of termination set forth in this Agreement. Any determination made by GGP prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by FRP in its sole discretion): (a) each the board of the conditions to the closing directors of the Merger Agreement set forth in Article VI thereof FRP shall have been fulfilled approved the Distribution and shall not have abandoned the Distribution or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied terminated this Agreement at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each the board of the other Transaction Documents directors of FRP shall have been duly executed received from its financial advisor a solvency opinion in form and delivered by substance satisfactory to the parties thereto, as applicableboard of directors of FRP confirming that the Distribution will not render Patriot insolvent; (c) the Reorganization Internal Transactions shall have been substantially completed in accordance with the Plan of Reorganizationcompleted; (d) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the FRP Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (f) the Patriot Common Stock to be delivered and the Distribution shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance; (g) OpCo each of the Ancillary Agreements shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to been duly executed and delivered by the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and PinnacleParties thereto; (h) the OpCo Common Stock FRP shall have received an opinion of Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP (which shall not have been revoked or modified in any material respect), reasonably satisfactory to be delivered in FRP, confirming that the Distribution shall have been accepted will be tax free to the shareholders of FRP for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; andUnited States federal income tax purposes; (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (j) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Transportation Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (k) credit facilities shall have been made available to FRP and Patriot by its lenders on terms and in an amount satisfactory to FRP; (l) no event or development shall have occurred or exist that, in the judgment of the board of directors of FRP, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of FRP and shall not give rise to or create any duty on the part of FRP or its board of directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit FRP’s rights of termination as set forth in Section 8.12 or alter the consequences of any termination from those specified in Section 8.12. Any determination made by FRP on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Masco in its sole discretion): (ai) the Restructuring shall have been completed; (ii) (A) the TopBuild Financing Transactions shall have been consummated, (B) Masco shall have (x) entered into a new credit facility and/or (y) amended the Existing Credit Facility, in each case, on such terms and for such amount as may be acceptable to Masco, and (C) the TopBuild Cash Distribution contemplated by Section 2.02(b) shall have been paid to Masco; (iii) All of the Post-Distribution Insurance Arrangements shall be in full force and effect, and any actions required thereunder to have been taken as a condition to their effectiveness shall have been taken, in each case, to Masco’s sole satisfaction; (iv) the Board of Directors of Masco shall be satisfied that each of the conditions to Distribution and the closing TopBuild Cash Distribution will be made out of surplus within the meaning of Section 170 of the Merger Agreement set forth in Article VI thereof General Corporation Law of the State of Delaware; (v) the Board of Directors of Masco shall have been fulfilled approved the Distribution and shall not have abandoned the Distribution or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied terminated this Agreement at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (dvi) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Masco Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fvii) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hviii) the OpCo TopBuild Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ix) the Board of Directors of TopBuild, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (x) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (xi) Masco shall have received an opinion of Xxxxx Xxxx & Xxxxxxxx LLP (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to Masco, confirming that (i) the Restructuring and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and (ii) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 355(c) of the Code; (xii) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xiii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the TopBuild Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiv) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Masco, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.01(a) is for the sole benefit of Masco and shall not give rise to or create any duty on the part of Masco or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Masco’s rights of termination as set forth in Section 7.12 or alter the consequences of any termination from those specified in Section 7.12. Any determination made by Masco on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall The consummation of the Distribution occur unless shall be conditioned upon the satisfaction or waiver by each Party of each of the following conditions shall have been satisfiedconditions: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI Section 7 thereof shall have been fulfilled or waived by the party Party for whose benefit such condition exists (other than (i) the condition set forth in Section 7.2(e) of the Merger Agreement with respect to completion of the Distribution and (ii) those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; Agreement; provided that such conditions are then capable of being satisfied) and GLPI Parent shall have confirmed to Pinnacle the Company in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution;Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC Spin-Off Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 Spin-Off Registration Statement shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle Company Common Stock Shares as of the Distribution Record Date;Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hc) the OpCo SpinCo Common Stock Shares to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; andrequirements; (id) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of Distribution, the Transactions Pre-Closing Reorganization or the Merger; (e) the Transition Services Agreement shall have been duly executed and delivered by the parties thereto; and (f) the Pre-Closing Reorganization shall have been effected in all material respects. The foregoing conditions shall not limit the rights of the Parties under the Merger Agreement.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo Opco shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; and (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of the Transactions or the Merger.

Conditions Precedent to Distribution. In no event shall The consummation of the Distribution occur unless shall be conditioned upon the satisfaction or waiver by each Party of each of the following conditions shall have been satisfiedconditions: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI Section 7 thereof shall have been fulfilled or waived by the party Party for whose benefit such condition exists (other than (i) the condition set forth in Section 7.1(e) of the Merger Agreement with respect to completion of the Distribution and (ii) those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; Agreement; provided that such conditions are then capable of being satisfied) and GLPI Parent shall have confirmed to Pinnacle the Company in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution;Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC Spin-Off Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 Spin-Off Registration Statement shall be in effect, no proceedings Proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle Company Common Stock as of the Distribution Record Date;Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hc) the OpCo SpinCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; andrequirements; (id) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution Distribution, the Pre-Closing Reorganization or any the Merger; (e) the Transition Services Agreement shall have been duly executed and delivered by the parties thereto; and (f) the Pre-Closing Reorganization shall have been effected in all material respects. The foregoing conditions shall not limit the rights of the Transactions or Parties under the MergerMerger Agreement.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: satisfied (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by Mxxxxx Oil in its sole discretion): (i) the party for whose benefit such condition exists (other than those conditions that by their nature can only Board of Directors of Mxxxxx Oil shall be satisfied at such closing that the Distribution will be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfiedDelaware; (ii) and GLPI the Board of Directors of Mxxxxx Oil shall have confirmed approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (biii) each of the other Transaction Documents Restructuring shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (div) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Mxxxxx Oil Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvi) the OpCo Mxxxxx USA Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivii) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Mxxxxx USA, as named in the Information Statement, shall have been entered duly elected, and the amended and restated certificate of incorporation and the amended and restated bylaws of Mxxxxx USA, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (ix) Mxxxxx Oil shall have received a private letter ruling from the IRS and an opinion of Dxxxx Xxxx & Wxxxxxxx LLP (neither of which shall have been revoked or modified in any material respect), in each case, reasonably satisfactory to Mxxxxx Oil, confirming that the Distribution will be tax free to Mxxxxx Oil and to the stockholders of Mxxxxx Oil for United States federal income tax purposes; (x) no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xi) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Mxxxxx USA Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (xii) a credit facility shall have been made available to MOUSA by its lenders on terms and in an amount satisfactory to Mxxxxx Oil; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Mxxxxx Oil, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Mxxxxx Oil and shall not give rise to or create any duty on the part of Mxxxxx Oil or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Mxxxxx Oil’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11. Any determination made by Mxxxxx Oil on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless (i) each of the following conditions shall have been satisfied:satisfied (or waived by Parent in its sole discretion), and (ii) the conditions set forth in sub-clause (iii) – (ix) shall have been satisfied (or waived by Acquiror in its sole discretion): (ai) [each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Annex I hereto (the “Offer Conditions”) shall have been fulfilled satisfied or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only are to be satisfied at such closing or waived by the party entitled to the benefit thereto and other than the conditions that by their nature are to be satisfied contemporaneously with the Distribution);]5 (ii) the board of directors of Parent shall be satisfied that any [Clean-up] Distribution[, if applicable,] can be made out of surplus within the meaning of Section 170 of the transactions contemplated by General Corporation Law of the Merger Agreement; provided that such conditions are then capable State of being satisfied) Delaware and GLPI shall have confirmed to Pinnacle received a solvency opinion in writing that it is prepared to consummate the Merger, subject only form and substance satisfactory to the consummation board of the Distributiondirectors of Parent to that effect; (biii) each of the other Transaction Documents Controlled Transfer shall have been duly executed and delivered by the parties thereto, as applicablecompleted; (civ) an applicable registration statement or form as determined by Parent in its sole discretion or as otherwise required by the Reorganization Commission for [commencement of the Exchange Offer, and] consummating the Distribution shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the Commission (the “Applicable SEC shall have been Filings”) and declared effective effective, if applicable, by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 such Applicable SEC Filing shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Applicable SEC Filing shall have been mailed to holders of Pinnacle Parent Common Stock (and the holders of Acquiror Common Stock, if applicable), as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (gvi) OpCo each of the Ancillary Agreements shall have obtained an opinion been duly executed and delivered by the parties thereto; (vii) no applicable Law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution, the Merger or the other transactions contemplated hereby; (viii) all material governmental approvals and consents and all material permits, registrations and consents from a nationally-recognized valuation or accounting firm or investment bankthird parties, as to the adequacy of surplus under Delaware law in each case, necessary to effect the Distribution and the OpCo Cash Payment, Merger and as to permit the solvency operation of OpCo and Pinnacle the JV Business after giving effect to the Distribution and Date substantially as it is conducted at the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution date hereof shall have been accepted for listing on a National Securities Exchangeobtained; and 5 NTD: Exchange offer conditions, subject if any, to compliance with applicable listing requirements; andbe included by Parent, if applicable (iix) no injunction by any court or other tribunal of competent jurisdiction the Merger Agreement shall have been entered into by the parties thereto and shall continue to be in full force and effect, and all conditions and obligations of the parties to the Merger Agreement to consummate the Merger and to effect and no Law the other transactions contemplated by the Merger Agreement (other than the filing of the certificate of merger) shall have been adopted satisfied or be effective preventing consummation waived, such that the Merger is consummated immediately following the Distribution. Each of the foregoing conditions is for the sole benefit of Parent (other than the conditions in (iii) – (ix) above, which is also for the benefit of Acquiror) and shall not give rise to or create any duty on the part of Parent (or Acquiror, if applicable) or its board of directors to waive or not to waive any such condition. Any determination made by Parent on or prior to the Distribution concerning the satisfaction or waiver of any or all of the Transactions conditions set forth in clause (i) or (ii) of this Section 3.01 shall be conclusive and binding on the Mergerparties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Madewell in its sole discretion): (ai) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Separation Transactions shall have been fulfilled or waived by completed; (ii) the party for whose benefit such condition exists Initial Public Offering shall be ready to be consummated; (other than those conditions that by their nature can only be satisfied at such closing of iii) the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI Support Transactions shall have confirmed been effectuated concurrently with the Separation or ready to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of be consummated concurrently with the Distribution; (biv) the Board of Directors of Madewell shall have approved the Separation and the Distribution and shall not have abandoned the Separation and the Distribution or terminated this Agreement at any time prior to the Distribution; (v) the Board of Directors of J.Crew shall have approved the Separation and the Distribution and shall not have abandoned the Separation and the Distribution; (vi) the Board of Directors of Madewell shall have received an opinion from an outside valuation advisory firm concerning confirming the solvency and capital adequacy of Madewell before the Distribution and of each of Madewell and J.Crew after giving effect to the Distribution, in each case, that is in form and substance acceptable to the Board of Directors of Madewell in its sole and absolute discretion; (vii) each of the other Transaction Documents Ancillary Agreements shall have been duly executed and delivered by the parties thereto, as applicable; (cviii) the Reorganization no Applicable Law shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC adopted, promulgated or issued, and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by that prohibits the SEC, and the information statement shall have been mailed to holders of Pinnacle Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; and (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (ix) any material governmental approvals and consents and any material Permits, registrations and consents from third parties, in each case, necessary to effect the Separation and to permit the operation of the J.Crew Business after the Distribution Time substantially as it is conducted at the date hereof shall have been obtained; and (x) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Madewell, in its sole discretion, makes it inadvisable to effect the Separation or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in Section 3.01(a) is for the sole benefit of Madewell and shall not give rise to or create any duty on the part of Madewell or the Board of Directors of Madewell to waive or not to waive any such condition or to effect the Distribution, or in any way limit Xxxxxxxx’x rights of termination as set forth in Section 7.09 or alter the consequences of any termination from those specified in Section 7.09. Any determination made by Madewell on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI VIII thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than the condition that the Distribution and the SpinCo Cash Payment shall have been consummated and those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI Parent shall have confirmed to Pinnacle the Company in writing that it is prepared to consummate the Merger, subject only to the consummation of the DistributionDistribution and the SpinCo Cash Payment; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization Separation shall have been substantially completed in accordance with the Plan of ReorganizationSeparation; (d) the SpinCo Financing shall have been consummated and funded in full in accordance with the SpinCo Financing Commitment Letter; (e) the SpinCo Cash Payment shall have been made from SpinCo to the Company in accordance with the terms of this Agreement; (f) the Form 10 filed with the SEC shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement shall have been mailed to holders of Pinnacle Company Common Stock as of the Record Date; (eg) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo SpinCo held by or made available to directors and employees of OpCo SpinCo shall have been filed with the SEC; (fh) all actions and filings with respect to the OpCo SpinCo Common Stock and SpinCo Class B Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (gi) OpCo SpinCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy solvency of surplus under Delaware law to effect the Distribution SpinCo and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle Company after giving effect to the Distribution and the OpCo SpinCo Cash Payment in a form reasonably satisfactory to OpCo SpinCo and Pinnaclethe Company; (hj) the OpCo SpinCo Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; and (ik) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of the Transactions or the Merger.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Cardinal Health, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof CareFusion Cash Distribution contemplated by Section 3.1(b) shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed paid to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the DistributionCardinal Health; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) (i) the Private Letter Ruling shall not have been revoked or modified in any material respect and (ii) Cardinal Health shall have received (A) an opinion of Weil, Gotshal & Xxxxxx LLP, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code, and (B) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (d) the Form 10 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle Cardinal Health Common Stock Shares as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hf) the OpCo CareFusion Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ig) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto; (h) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Reorganization, shall be in effect; (i) prior to the Distribution, all of Cardinal Health’s representatives or designees shall have resigned or been removed as officers from all members of the CareFusion Group, and all of CareFusion’s representatives or designees shall have resigned or been removed as officers from all members of the Cardinal Health Group; (j) the Cardinal Health Credit Facility Amendment shall be in full force and effect immediately prior to the Effective Time; (k) no rating agency action shall have occurred or exist that is likely to result in either Cardinal Health or CareFusion being downgraded to below investment grade, as determined by the board of directors of Cardinal Health after giving effect to the Reorganization and the Distribution; and (l) no event or development shall have occurred or exist that, in the judgment of the board of directors of Cardinal Health, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Cardinal Health and shall not give rise to or create any duty on the part of Cardinal Health or its board of directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Cardinal Health’s rights of termination set forth in this Agreement. Any determination made by Cardinal Health prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Penn, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (cb) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) (i) the Private Letter Ruling shall not have been revoked or modified in any material respect and (ii) Penn shall have received (A) an opinion of Wachtell, Lipton, Xxxxx & Xxxx substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, (B) an opinion of KPMG LLP substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, (C) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that GLPI will qualify to be taxed as a real estate investment trust under the Sections 856 through 859 of the Code following the Distribution, and (D) an opinion of KPMG LLP, to the effect that GLPI will qualify to be taxed as a real estate investment trust under the Sections 856 through 859 of the Code following the Distribution; (d) the Form 10 S-11 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 S-11 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Prospectus shall have been mailed to holders of Pinnacle Penn Common Stock Shares as of the Record Date; (e) prior to the Distribution Date, such registration statements Registration Statements on Form S-8 as are necessary and appropriate to register the equity awards of OpCo held GLPI contemplated by or made the Form S-11 to be available for granting to directors and employees of OpCo GLPI and Penn shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo GLPI Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities ExchangeNASDAQ, subject to compliance with applicable listing requirements; and; (ih) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Reorganization, shall be threatened, pending or in effect; (i) any material consents and governmental authorizations to complete the Distribution, including all Required Approvals, shall have been obtained and be in full force and effect; (j) in connection with the Reorganization, (i) GLPI shall have entered into the financing transactions described in the Form S-11 and contemplated to occur on or prior to the Distribution Date, and Penn shall have entered into the financing transactions to be entered into in connection with the Plan of Reorganization (the “Financing Arrangements”) and the respective financings thereunder shall have been consummated, (ii) GLPI shall have transferred to the applicable member of the Penn Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, the proceeds of GLPI debt issued to one or more banks (in an amount equal to [·] dollars) in exchange for Penn’s transfer of the GLPI Assets to GLPI pursuant to this Agreement (the “GLPI Cash Payment”) and (iii) the Financing Arrangements shall be in full force and effect immediately prior to the Distribution; (k) on or prior to the Distribution, the persons specified in the Prospectus shall have been duly elected as members of GLPI’s board of directors; (l) Penn and the other parties to Penn’s agreements with Xxxxx X. Xxxxxxx, FIF V PFD LLC and Centerbridge Capital Partners, L.P. and certain of their respective affiliates, in each case as described in the Form S-11, shall have fulfilled all of their respective obligations under such agreements that are contemplated by such agreements to be fulfilled prior to the Distribution, and each such agreement shall be in full force and effect immediately prior to the Distribution; (i) Penn and GLPI shall each have taken all necessary action that may be required to provide for the adoption by GLPI of the Amended and Restated Articles of Incorporation of GLPI in substantially the form attached hereto as Exhibit [·] (the “Amended and Restated Articles of Incorporation”), and the Amended and Restated Bylaws of GLPI in substantially the form attached hereto as Exhibit [·] (the “Amended and Restated Bylaws”) and (ii) GLPI shall have filed the Amended and Restated Articles of Incorporation of GLPI with the Secretary of State of the Commonwealth of Pennsylvania; (n) at or prior to the Effective Time, Penn and GLPI shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of GLPI in order to satisfy the applicable rules and regulations of the NASDAQ; and (o) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of Penn, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the Mergerother transactions contemplated hereby or in connection herewith. Notwithstanding Section 3.1(c) or any other provision hereof, each of the foregoing conditions is for the sole benefit of Penn and shall not give rise to or create any duty on the part of Penn or its board of directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Penn’s rights of termination set forth in this Agreement. Any determination made by Penn prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Penn, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (cb) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) (i) the Private Letter Ruling shall not have been revoked or modified in any material respect and (ii) Penn shall have received (A) an opinion of Wachtell, Lipton, Xxxxx & Xxxx substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, (B) an opinion of KPMG LLP substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, (C) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that GLPI will qualify to be taxed as a real estate investment trust under the Sections 856 through 859 of the Code following the Distribution, and (D) an opinion of KPMG LLP, to the effect that GLPI will qualify to be taxed as a real estate investment trust under the Sections 856 through 859 of the Code following the Distribution; (d) the Form 10 S-11 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 S-11 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Prospectus shall have been mailed to holders of Pinnacle Penn Common Stock Shares as of the Record Date; (e) prior to the Distribution Date, such registration statements Registration Statements on Form S-8 as are necessary and appropriate to register the equity awards of OpCo held GLPI contemplated by or made the Form S-11 to be available for granting to directors and employees of OpCo GLPI and Penn shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo GLPI Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities ExchangeNASDAQ, subject to compliance with applicable listing requirements; and; (ih) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Reorganization, shall be threatened, pending or in effect; (i) any material consents and governmental authorizations to complete the Distribution, including all Required Approvals, shall have been obtained and be in full force and effect; (j) in connection with the Reorganization, (i) GLPI shall have entered into the financing transactions described in the Form S-11 and contemplated to occur on or prior to the Distribution Date, and Penn shall have entered into the financing transactions to be entered into in connection with the Plan of Reorganization (the “Financing Arrangements”) and the respective financings thereunder shall have been consummated, (ii) GLPI shall have transferred to Penn no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, the proceeds of GLPI debt issued to one or more banks (in an amount equal to [·] dollars) in exchange for Penn’s transfer of the GLPI Assets to GLPI pursuant to this Agreement (the “GLPI Cash Payment”) and (iii) the Financing Arrangements shall be in full force and effect immediately prior to the Distribution; (k) on or prior to the Distribution, the persons specified in the Prospectus shall have been duly elected as members of GLPI’s board of directors; (l) Penn and the other parties to Penn’s agreements with Xxxxx X. Xxxxxxx, FIF V PFD LLC and Centerbridge Capital Partners, L.P. and certain of their respective affiliates, in each case as described in the Form S-11, shall have fulfilled all of their respective obligations under such agreements that are contemplated by such agreements to be fulfilled prior to the Distribution, and each such agreement shall be in full force and effect immediately prior to the Distribution; (i) Penn and GLPI shall each have taken all necessary action that may be required to provide for the adoption by GLPI of the Amended and Restated Articles of Incorporation of GLPI in substantially the form attached hereto as Exhibit [·] (the “Amended and Restated Articles of Incorporation”), and the Amended and Restated Bylaws of GLPI in substantially the form attached hereto as Exhibit [·] (the “Amended and Restated Bylaws”) and (ii) GLPI shall have filed the Amended and Restated Articles of Incorporation of GLPI with the Secretary of State of the Commonwealth of Pennsylvania; (n) at or prior to the Effective Time, Penn and GLPI shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of GLPI in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the NASDAQ; and (o) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of Penn, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the Mergerother transactions contemplated hereby or in connection herewith. Notwithstanding Section 3.1(c) or any other provision hereof, each of the foregoing conditions is for the sole benefit of Penn and shall not give rise to or create any duty on the part of Penn or its board of directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Penn’s rights of termination set forth in this Agreement. Any determination made by Penn prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Masco in its sole discretion): (ai) the Restructuring shall have been completed; (ii) (A) the Spin Co Financing Transactions shall have been consummated, (B) Masco shall have amended the Existing Credit Facility, in each case, on such terms and for such amount as may be acceptable to Masco, and (C) the Spin Co Cash Distribution contemplated by Section 2.02(b) shall have been paid to Masco; (iii) the Board of Directors of Masco shall be satisfied that each of the conditions to Distribution and the closing Spin Co Cash Distribution will be made out of surplus within the meaning of Section 170 of the Merger Agreement set forth in Article VI thereof General Corporation Law of the State of Delaware; (iv) the Board of Directors of Masco shall have been fulfilled approved the Distribution and shall not have abandoned the Distribution or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied terminated this Agreement at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (dv) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the Masco Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fvi) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvii) the OpCo Spin Co Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (viii) the Board of Directors of Spin Co, as named in the Information Statement, shall have been duly elected, and the amended and restated certificate of incorporation and the amended and restated bylaws of Spin Co, each in substantially the form filed as an exhibit to the Form 10, shall be in effect; (ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (x) Masco shall have received an opinion of Xxxxx Xxxx & Xxxxxxxx LLP (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to Masco, confirming that (i) the Restructuring and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and (ii) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 355(c) of the Code; (xi) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (xii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Spin Co Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xiii) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Masco, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in this Section 3.01(a) is for the sole benefit of Masco and shall not give rise to or create any duty on the part of Masco or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit Masco’s rights of termination as set forth in Section 7.11 or alter the consequences of any termination from those specified in Section 7.11. Any determination made by Masco on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by WHI, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents Agreements shall have been duly executed and delivered by the parties thereto, as applicable; (cb) the Internal Reorganization and the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) the Private Letter Ruling shall not have been revoked or modified in any material respect and WHI shall have received the opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), in form and substance satisfactory to WHI, confirming, among other things, that certain aspects of the Reorganization and Distribution, together with certain related transactions, should qualify as tax-free to WHI, Windstream, CS&L and holders of WHI Common Stock for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code; (d) the Form 10 filed WHI and Windstream shall have received such solvency opinions and appraisals, each in such form and substance, as they shall deem necessary, appropriate or advisable in connection with the SEC consummation of the Transactions; (e) the Registration Statement shall have been declared effective by the SEC and SEC, with no stop order suspending the effectiveness of the Form 10 shall be in effecteffect with respect thereto, and no proceedings for such purpose shall be pending before before, or threatened by by, the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle WHI Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo CS&L Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities ExchangeNYSE or NASDAQ, subject to compliance with applicable listing requirements; and; (ih) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Internal Reorganization or the MergerReorganization, shall be threatened, pending or in effect; (i) all Required Approvals shall have been obtained and be in full force and effect; (i) CS&L shall have entered into the financing transactions described in the Registration Statement or the Information Statement and contemplated to occur on or prior to the Distribution Date, and WHI and Windstream shall have entered into the financing transactions and credit agreement amendments to be entered into in connection with the Plan of Reorganization (collectively, the “Financing Arrangements”) and the respective amendments thereunder shall have become effective and financings thereunder shall have been consummated and shall be in full force and effect, and (ii) CS&L shall have transferred to WHI or the applicable member of the WHI Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, (x) CS&L debt securities with a principal amount approximately equal to $2.35 billion, (y) an amount in cash that will not exceed the total adjusted basis of all of the Assigned Assets (the “Cash Payment”), and (z) all of the stock of CS&L; (k) on or prior to the Distribution, the persons specified in the Information Statement shall have been duly elected as members of CS&L’s board of directors; (l) WHI, Windstream and CS&L shall each have taken all necessary action that may be required to provide for the adoption by CS&L of the Articles of Amendment and Restatement and the Amended and Restated Bylaws, and CS&L shall have filed the Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation; (m) at or prior to the Effective Time, WHI, Windstream and CS&L shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of CS&L in order to satisfy the applicable rules and regulations of NYSE or NASDAQ; and (n) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of WHI, in its sole discretion, makes it inadvisable to effect the Transactions. Notwithstanding Section 3.1(d) or any other provision hereof, each of the foregoing conditions is for the sole benefit of WHI and shall not give rise to or create any duty on the part of WHI or its board of directors to waive or not to waive any such condition or to effect the Internal Reorganization, the Reorganization and the Distribution, or in any way limit WHI’s rights of termination set forth in this Agreement. Any determination made by WHI prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the Parties.

Conditions Precedent to Distribution. In no event shall The consummation of the Distribution occur unless shall be conditioned upon the satisfaction or waiver by each Party of each of the following conditions shall have been satisfiedconditions: (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI Section 7 thereof shall have been fulfilled or waived by the party Party for whose benefit such condition exists (other than (i) the condition set forth in Section 7.2(e) of the Merger Agreement with respect to completion of the Distribution and (ii) those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; Agreement; provided that such conditions are then capable of being satisfied) and GLPI Parent shall have -58- confirmed to Pinnacle the Company in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution;Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (d) the Form 10 filed with the SEC Spin-Off Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form 10 Spin-Off Registration Statement shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Information Statement shall have been mailed to holders of Pinnacle Company Common Stock Shares as of the Distribution Record Date;Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hc) the OpCo SpinCo Common Stock Shares to be delivered in the Distribution shall have been accepted for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; andrequirements; (id) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective preventing consummation of the Distribution or any of Distribution, the Transactions Pre-Closing Reorganization or the Merger; (e) the Transition Services Agreement shall have been duly executed and delivered by the parties thereto; and (f) the Pre-Closing Reorganization shall have been effected in all material respects. The foregoing conditions shall not limit the rights of the Parties under the Merger Agreement.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by ADS in its sole discretion): (ai) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof Restructuring shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Mergercompleted, subject only to including the consummation of the Loyalty Ventures Financing Arrangements and the Contribution, including the transfer by Loyalty Ventures of the Cash Proceeds of the Loyalty Ventures Financing Arrangements to ADILC in partial consideration for the stock of Loyalty Ventures First-Tier Subsidiaries; (ii) the Board of Directors of ADS shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (diii) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement, or a notice of Internet availability thereof, shall have been mailed to holders of Pinnacle the ADS Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fiv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hv) the OpCo Loyalty Ventures Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities ExchangeNasdaq, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivi) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of Loyalty Ventures, as named in the Information Statement, shall have been entered duly appointed, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (vii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (viii) ADS shall have received the PLR and the Tax Opinion (neither of which shall have been revoked or modified in any material respect), both of which are reasonably satisfactory to ADS ; (ix) no Applicable Law shall have been adopted adopted, promulgated or issued, and be effective preventing in effect, that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (x) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Loyalty Ventures Group and the LoyaltyOne Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and (xi) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of ADS, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. (b) Each of the conditions set forth in ‎Section 3.01(a) is for the sole benefit of ADS and shall not give rise to or create any duty on the part of ADS or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit ADS’ rights of termination as set forth in ‎Section 6.12 or alter the consequences of any termination from those specified in ‎Section 6.12. Any determination made by ADS on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this ‎Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by L Brands in its sole discretion): (ai) each of the conditions to Restructuring, including the closing of Contribution and the Merger Agreement set forth in Article VI thereof Special Cash Payment, shall have been fulfilled or waived by completed; (ii) the party for whose benefit such condition exists (other than those conditions that by their nature can only VS Financing Transactions shall have been consummated and L Brands shall be satisfied at such closing in its sole and absolute discretion that, as of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI Distribution Time, it shall have confirmed no Liability whatsoever under the VS Financing Transactions; (iii) the Board of Directors of L Brands shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (c) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (div) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement, or a notice of Internet availability thereof, shall have been mailed to holders of Pinnacle the L Brands Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (fv) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken or made and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (hvi) the OpCo VS Common Stock to be delivered in the Distribution shall have been accepted approved for listing on a National Securities Exchangethe NYSE, subject to compliance with applicable listing requirements; andofficial notice of issuance; (ivii) no injunction by any court or other tribunal the Board of competent jurisdiction Directors of VS, as named in the Information Statement, shall have been entered duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall continue to be in effect effect; (viii) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (ix) L Brands shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to L Brands confirming that (A) the Contribution, the Special Cash Payment and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code, (B) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 361(c) of the Code and (C) the L Brands Cash Distribution should qualify as money distributed to L Brands creditors or stockholders in connection with the reorganization for purposes of Section 361(b) of the Code; (x) an independent nationally recognized valuation advisory firm acceptable to L Brands shall have delivered one or more opinions to the Board of Directors of L Brands concerning the solvency and capital adequacy matters relating to each of (A) L Brands and its Group prior to the consummation of the Distribution and (B) L Brands and its Group and VS and its Group after consummation of the Distribution, and such opinions shall be acceptable in form and substance to the Board of Directors of L Brands in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded; (xi) no Applicable Law shall have been adopted adopted, promulgated or issued, and be effective preventing in effect, that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby or in an Ancillary Agreement; (xii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution shall have been obtained; (xiii) VS shall have entered into the Registration Rights Agreement with the other parties thereto; and (xiv) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of L Brands, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby or in an Ancillary Agreement. (b) Each of the conditions set forth in ‎Section 3.01(a) is for the sole benefit of L Brands and shall not give rise to or create any duty on the part of L Brands or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit L Brands’ rights of termination as set forth in ‎Section 6.12 or alter the consequences of any termination from those specified in ‎Section 6.12. Any determination made by L Brands on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this ‎Section 3.01 shall be conclusive and binding on the Parties and all other affected Persons.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by FRP in its sole discretion): (a) each the board of the conditions to the closing directors of the Merger Agreement set forth in Article VI thereof FRP shall have been fulfilled approved the Distribution and shall not have abandoned the Distribution or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied terminated this Agreement at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed any time prior to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each the board of the other Transaction Documents directors of FRP shall have been duly executed received from its financial advisor a solvency opinion in form and delivered by substance satisfactory to the parties thereto, as applicableboard of directors of FRP confirming that the Distribution will not render Patriot insolvent; (c) the Reorganization Internal Transactions shall have been substantially completed in accordance with the Plan of Reorganizationcompleted; (d) the Form 10 shall have been filed with the SEC shall have been Commission and declared effective by the SEC and Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SECCommission, and the information statement Information Statement shall have been mailed to holders of Pinnacle the FRP Common Stock as of the Record Date; (e) prior to the Distribution Date, such registration statements on Form S-8 as are necessary to register the equity awards of OpCo held by or made available to directors and employees of OpCo shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (f) the Patriot Common Stock to be delivered and the Distribution shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance; (g) OpCo each of the Ancillary Agreements shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to been duly executed and delivered by the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and PinnacleParties thereto; (h) the OpCo Common Stock FRP shall have received an opinion of Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP (which shall not have been revoked or modified in any material respect), reasonably satisfactory to be delivered in FRP, confirming that the Distribution shall have been accepted will be tax free to the shareholders of FRP for listing on a National Securities Exchange, subject to compliance with applicable listing requirements; andUnited States federal income tax purposes; (i) no injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Applicable Law shall have been adopted adopted, promulgated or be effective preventing issued that prohibits the consummation of the Distribution or any of the Transactions other transactions contemplated hereby; (j) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Transportation Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; (k) credit facilities shall have been made available to FRP and Patriot by its lenders on terms and in an amount satisfactory to FRP; (l) no event or development shall have occurred or exist that, in the judgment of the board of directors of FRP, in its sole discretion, makes it inadvisable to effect the Distribution or the Mergerother transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of FRP and shall not give rise to or create any duty on the part of FRP or its board of directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit FRP's rights of termination as set forth in Section 8.12 or alter the consequences of any termination from those specified in Section 8.12. Any determination made by FRP on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied:satisfied (or waived by Penn, in whole or in part, in its sole discretion): (a) each of the conditions to the closing of the Merger Agreement set forth in Article VI thereof shall have been fulfilled or waived by the party for whose benefit such condition exists (other than those conditions that by their nature can only be satisfied at such closing of the transactions contemplated by the Merger Agreement; provided that such conditions are then capable of being satisfied) and GLPI shall have confirmed to Pinnacle in writing that it is prepared to consummate the Merger, subject only to the consummation of the Distribution; (b) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto, as applicable; (cb) the Reorganization shall have been substantially completed in accordance with the Plan of Reorganization; (c) (i) the Private Letter Ruling shall not have been revoked or modified in any material respect, (ii) Penn shall have received (A) an opinion of Wachtell, Lipton, Xxxxx & Xxxx substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, (B) an opinion of KPMG LLP substantially to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied, and (iii) GLPI shall have received (A) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that the manner in which GLPI is organized and its proposed method of operation will enable it to qualify to be taxed as a real estate investment trust under Sections 856 through 859 of the Code following the Distribution, and (B) an opinion of KPMG LLP, to the effect that the manner in which GLPI is organized and its proposed method of operation will enable it to qualify to be taxed as a real estate investment trust under Sections 856 through 859 of the Code following the Distribution; (d) the Form 10 S-11 filed with the SEC shall have been declared effective by the SEC and SEC, no stop order suspending the effectiveness of the Form 10 S-11 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the information statement Prospectus shall have been mailed to holders of Pinnacle Penn Common Stock Shares as of the Record Date; (e) prior to the Distribution Date, such registration statements Registration Statements on Form S-8 as are necessary and appropriate to register the equity awards of OpCo held GLPI contemplated by or made the Form S-11 to be available for granting to directors and employees of OpCo GLPI and Penn shall have been filed with the SEC; (f) all actions and filings with respect to the OpCo Common Stock necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (g) OpCo shall have obtained an opinion from a nationally-recognized valuation or accounting firm or investment bank, as to the adequacy of surplus under Delaware law to effect the Distribution and the OpCo Cash Payment, and as to the solvency of OpCo and Pinnacle after giving effect to the Distribution and the OpCo Cash Payment in a form reasonably satisfactory to OpCo and Pinnacle; (h) the OpCo GLPI Common Stock to be delivered in the Distribution shall have been accepted for listing on a National Securities ExchangeNASDAQ, subject to compliance with applicable listing requirements; and; (ih) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective other legal restraint or prohibition preventing consummation of the Distribution or any of the Transactions transactions related thereto, including the Reorganization, shall be threatened, pending or in effect; (i) any material consents and governmental authorizations to complete the Distribution, including all Required Approvals, shall have been obtained and be in full force and effect; (i) GLPI shall have entered into the financing transactions described in the Form S-11 and contemplated to occur on or prior to the Distribution Date, and Penn shall have entered into the financing transactions to be entered into in connection with the Plan of Reorganization (the “Financing Arrangements”) and the respective financings thereunder shall have been consummated, (ii) GLPI shall have transferred to the applicable member of the Penn Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, the proceeds of GLPI debt issued to one or more banks (in an amount approximately equal to $2.1 billion dollars) in exchange for Penn’s transfer of the GLPI Assets to GLPI pursuant to this Agreement (the “GLPI Cash Payment”) and (iii) the Financing Arrangements shall be in full force and effect immediately prior to the Distribution; (k) on or prior to the Distribution, the persons specified in the Prospectus shall have been duly elected as members of GLPI’s board of directors; (l) Penn and the other parties to Penn’s agreements with Xxxxx X. Xxxxxxx, FIF V PFD LLC and Centerbridge Capital Partners, L.P. and certain of their respective affiliates, in each case as described in the Form S-11, shall have fulfilled all of their respective obligations under such agreements that are contemplated by such agreements to be fulfilled prior to the Distribution, and each such agreement shall be in full force and effect immediately prior to the Distribution; (i) Penn and GLPI shall each have taken all necessary action that may be required to provide for the adoption by GLPI of the Amended and Restated Articles of Incorporation of GLPI in substantially the form attached hereto as Exhibit D (the “Amended and Restated Articles of Incorporation”), and the Amended and Restated Bylaws of GLPI in substantially the form attached hereto as Exhibit E (the “Amended and Restated Bylaws”) and (ii) GLPI shall have filed the Amended and Restated Articles of Incorporation of GLPI with the Secretary of State of the Commonwealth of Pennsylvania; (n) at or prior to the Effective Time, Penn and GLPI shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of GLPI in order to satisfy the applicable rules and regulations of NASDAQ; and (o) no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of Penn, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the Mergerother transactions contemplated hereby or in connection herewith. Notwithstanding Section 3.1(c) or any other provision hereof, each of the foregoing conditions is for the sole benefit of Penn and shall not give rise to or create any duty on the part of Penn or its board of directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Penn’s rights of termination set forth in this Agreement. Any determination made by Penn prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.