Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. The FAF Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, the Distribution will qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (ciii) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of an opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx; (v) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (evi) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the CodeInternal Revenue Code of 1986, or at as amended; (vii) the option receipt of a letter from the staff of the FAF Board, an opinion of special tax counsel Commission confirming that it will take no action with respect to FAF, in form and substance satisfactory certain matters relating to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeDistribution; (fviii) the Form 10 having become effective and no stop order being in effect; (gix) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hx) approval for listing of the Company Common Stock on The Nasdaq Stock Marketthe NYSE; and (xi) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (evi), (fvii) and (gxi), to waive the satisfaction of any condition to the Distribution; 3 6 providedPROVIDED, howeverHOWEVER, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3.

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to and the Board maintenance of Directors of FAFCFI's investment grade debt ratings; (ciii) the establishment of a separate credit facilities facility for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission confirming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3.

Conditions to Distribution. The FAF RSI Board shall in its discretion establish the Distribution Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation approval of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizationsDistribution by holders of at least a majority of the outstanding shares of RSI Common Stock; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (eii) receipt by FAF RSI of a private letter ruling from the IRS to the effect that, among other things, that the Distribution will qualify as constitute a tax-free distribution for Federal income tax purposes under Section 355 for both RSI and holders of the CodeRSI Common Stock or, or at the option of the FAF RSI Board, an opinion of special tax counsel to FAFby Jonex, Xxy, Reavxx & Xogux, XXI's counsel, in form and substance satisfactory to the FAF RSI Board, to the effect that, among other things, that the Distribution will should constitute such a tax-free distribution under Section 355 of the Codedistribution; (fiii) effectiveness of the Form 10 having become effective and no stop order being in effectunder the Exchange Act; (giv) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that which prohibits or makes illegal the Distribution or the transactions contemplated by the Distribution; (v) receipt of a favorable response from the staff of the Commission with respect to RSI's no-action request concerning, among other things, whether the Distribution may be effected without registration of the REX Xxxmon Stock under the Securities Act; (vi) receipt by RSI of all necessary third party consents to the Distribution and the transactions contemplated by this Agreement; (hvii) approval for listing of the Company Common REX Xxxmon Stock on The Nasdaq Stock Market. The FAF Board reserves the right Nasdaq-NMS subject to official notice of issuance; (viii) receipt of an updated opinion from Goldxxx, Xxchs & Co. to the RSI Board, dated as of the Distribution Date, in its discretion, other than with respect form and substance satisfactory to those set forth in clauses the RSI Board; (a), (e), (fix) and (g), to waive the satisfaction of any condition if dissenters' rights to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to and the Board maintenance of Directors of FAFCFI's investment grade debt ratings; (ciii) the establishment of a separate credit facilities facility for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agree ments; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opin ion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission con firming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval ap proval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the spe cial dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the DistributionDistri bution; 3 6 provided, however, that the FAF CFI Board may abandonaban don, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3.

Conditions to Distribution. The FAF Board shall Subject to Section 4.4, the obligation of DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPont, in its sole and absolute discretion, of the following conditions. None of Chemours, any other member of the Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion establish of the Record Date Board. Any determination made by DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of DuPont and shall not give rise to or create any duty on the part of DuPont or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of status of, each of the following conditions, among other things: (a) the consummation making of the Reorganization Chemours Financing Cash Distribution, and the determination by DuPont in accordance its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Chemours will be entering into in connection with SECTION 3.1 hereof and certain internal corporate reorganizationsthe separation; (b) the renegotiation Commission shall have declared effective the Form 10, of certain FAF credit facilities which the information statement forms a part, and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory no stop order relating to the Board registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by 48 the Commission, and the information statement (or the Notice of Directors Internet Availability of FAFthe Information Statement) shall have been distributed to holders of DuPont Common Stock; (c) the establishment Chemours Common Stock shall have been approved and accepted for listing by the NYSE, subject to official notice of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFissuance; (d) the receipt and continued validity of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS U.S. Internal Revenue Service and the opinion of DuPont tax counsel, in form and substance acceptable to DuPont, substantially to the effect that, among other things, the Contribution and Distribution will will, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a tax-free distribution for Federal income tax purposes transaction under Section 355 and Section 368(a)(1)(D) of the Code, and certain transactions related to the transfer of assets and liabilities to Chemours in connection with the separation will not result in the recognition of any gain or at loss to DuPont, Chemours or their stockholders; (e) the option receipt of the FAF Board, an opinion from an independent appraisal firm to the Board confirming the solvency of special tax counsel each of DuPont and Chemours after the Distribution and, as to FAFthe compliance by DuPont in declaring to pay the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance satisfactory acceptable to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeDuPont in its sole discretion; (f) all permits, registrations and consents required under the Form 10 having become effective and no stop order being securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in effectconnection with the Distribution shall have been received; (g) there no order, injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of DuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (h) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as DuPont in its sole discretion shall have determined need not being be completed or may be completed after the Effective Time; (i) the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (j) DuPont shall have elected the board of directors of Chemours, as described in effect any statutethe Form 10, rule, regulation immediately prior to the Distribution; (k) Chemours shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by concurrent with the Distribution; and (hl) approval for listing no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves Board, make it inadvisable to effect the right Distribution or 49 would result in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to not being in the Distribution Datebest interest of DuPont or its stockholders. 2.3ARTICLE V

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (ciii) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission confirming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the Distribution; 3 6 providedPROVIDED, howeverHOWEVER, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3.