Conditions to Distribution. 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 of the 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 status of, each of the following conditions:
Appears in 3 contracts
Samples: Separation Agreement (Dupont E I De Nemours & Co), Separation Agreement (Chemours Co), Separation Agreement (Chemours Company, LLC)
Conditions to Distribution. Subject to Section 4.43.4, the obligation of DuPont Fortive to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPontFortive, in its sole and absolute discretion, of the following conditions. None of ChemoursVontier, any other member of the Chemours Vontier 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 of the Fortive Board. Any determination made by DuPont Fortive prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 3.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of DuPont Fortive and shall not give rise to or create any duty on the part of DuPont Fortive or the Fortive 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 status of, each of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vontier Corp), Separation and Distribution Agreement (Vontier Corp)
Conditions to Distribution. Subject to Section 4.4, the obligation of DuPont Xxxxxxx to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPontXxxxxxx, in its sole and absolute discretion, of the following conditions. None of ChemoursFortive, any other member of the Chemours Fortive 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 of the Board. Any determination made by DuPont Xxxxxxx 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 Xxxxxxx and shall not give rise to or create any duty on the part of DuPont Xxxxxxx 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 status of, each of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Fortive Corp)