Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Xxxxxx Xxx Board in its sole and absolute discretion, of the following conditions: (i) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (ii) The Information Statement and such other information concerning Navient, its business, operations and management, the Distribution and such other matters as Existing SLM shall determine, in its sole and absolute discretion and as may otherwise be required by Law, shall have been mailed to the Record Holders. (iii) Existing SLM shall have received a private letter ruling from the IRS (the “IRS Ruling”) to the effect that, among other things, (A) the Merger (together with the conversion of the shares of Existing SLM common and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and (B) the Distribution, together with the contribution described in Section 2.1(o), will qualify as a transaction that is a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo shall have received an opinion from Xxxxx Xxxxx L.L.P. to the effect that the Distribution, together with the contribution described in Section 2.1(o), shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Existing SLM shall have delivered one or more opinions to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before the consummation of the Distribution and each of SLM BankCo and Navient after consummation of the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) The Separation shall have occurred as contemplated by Section 2.1. (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (x) The approval for listing on the NASDAQ of the shares of Navient Common Stock to be delivered in the Distribution shall have been obtained, subject to official notice of distribution. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, and shall not give rise to or create any duty on the part of the Xxxxxx Xxx Board to waive or not waive any of such conditions or in any way limit the Xxxxxx Mae Board’s right to terminate this Agreement as set forth in Article IX. If the Xxxxxx Xxx Board waives any condition set forth in Section 3.3(a), it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of Burgundy pursuant to this Agreement to effect the Distribution will be subject to the satisfaction, fulfillment (or waiver by Burgundy) at or prior to the Xxxxxx Xxx Board in its sole and absolute discretion, Distribution Date of the following conditions: (ia) The SEC declaring effective the Form 10Spinco Reorganization has been consummated; (b) the Recapitalization shall have occurred on the terms contemplated by this Agreement and the Merger Agreement and Burgundy shall have received the Special Distribution; (c) Burgundy and Spinco shall have received the IRS D Reorganization Ruling and the IRS Debt Exchange Ruling, with no order suspending each in form and substance reasonably satisfactory to Burgundy and Spinco, and such rulings shall continue to be valid and in full force and effect (and, for the effectiveness avoidance of doubt, such rulings shall not have been invalidated, modified or otherwise affected by any change in any Law on or after the Form 10 in effect and no proceedings for date such purposes pending before or threatened rulings were issued by the SEC.IRS); (iid) The Information Statement Burgundy shall have received the Distribution Tax Opinion; (e) Burgundy and Spinco shall have prepared and mailed to the holders of record of Burgundy Common Stock such other information concerning NavientSpinco, its business, operations and management, the Distribution and such other matters as Existing SLM Burgundy shall determine, in its sole and absolute discretion determine and as may otherwise be required by Law, ; and (f) each of the conditions to Burgundy’s obligation to effect the transactions contemplated in the Merger Agreement shall have been mailed satisfied or waived (other than those conditions that by their nature are to the Record Holders. (iii) Existing SLM shall have received a private letter ruling from the IRS (the “IRS Ruling”) to the effect that, among other things, (A) the Merger (together with the conversion of the shares of Existing SLM common and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and (B) the Distribution, together with the contribution described in Section 2.1(o), will qualify as a transaction that is a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo shall have received an opinion from Xxxxx Xxxxx L.L.P. to the effect that the Distribution, together with the contribution described in Section 2.1(o), shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Existing SLM shall have delivered one or more opinions to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before the consummation of satisfied at the Distribution Date and each of SLM BankCo and Navient after consummation of other than the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) The Separation shall have occurred as contemplated by Section 2.1. (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (x) The approval for listing on the NASDAQ of the shares of Navient Common Stock to be delivered in the Distribution shall have been obtained, subject to official notice of distribution. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, and shall not give rise to or create any duty on the part of the Xxxxxx Xxx Board to waive or not waive any of such conditions or in any way limit the Xxxxxx Mae Board’s right to terminate this Agreement as set forth in Article IX. If the Xxxxxx Xxx Board waives any condition set forth in Section 3.3(a9.1(a) of the Merger Agreement), it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Xxxxxx Xxx Board Rayonier in its sole and absolute discretion, of the following conditions: (i) The SEC declaring shall have declared effective the Form 10, with ; no order suspending the effectiveness of the Form 10 shall be in effect effect; and no proceedings for such purposes pending before shall have been instituted or threatened by the SEC. (ii) The Information Statement and such other information concerning Navient, its business, operations and management, the Distribution and such other matters as Existing SLM shall determine, in its sole and absolute discretion and as may otherwise be required by Law, shall have been mailed to the Record Holders. (iii) Existing SLM Rayonier shall have received a private letter ruling from the IRS (the “IRS Ruling”) Ruling to the effect that, among other things, (A) the Merger (together with the conversion of the shares of Existing SLM common Contribution and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and (B) the Distribution, together with the contribution described in Section 2.1(o)taken together, will shall qualify as a transaction that is a “reorganization” tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and certain transactions related to (A) the transfer to SpinCo or the other members of the SpinCo Group of certain SpinCo Assets and the assumption by SpinCo or other members of the SpinCo Group of certain of the SpinCo Liabilities in connection with the Separation, and (B) the transfer to certain members of the Rayonier Group of certain Rayonier Assets and the assumption by certain members of the Rayonier Group of certain Rayonier Liabilities in connection with the Separation, in each case shall not result in the recognition of any gain or loss to Rayonier, SpinCo, the other members of the Rayonier Group and the SpinCo Group, respectively, Rayonier’s shareholders or SpinCo’s stockholders for U.S. federal income tax purposes, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo Rayonier shall have received an opinion from Xxxxx Xxxxx L.L.P. its outside counsel to the effect that the Contribution and the Distribution, together with the contribution described in Section 2.1(o)taken together, shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable The transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to Existing SLM shall have delivered one be transferred from Rayonier to SpinCo on or more opinions prior to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before the consummation of the Distribution and each of SLM BankCo and Navient after consummation of the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) The Separation shall have occurred as contemplated by Section 2.1, and the transfer of the Rayonier Assets (other than any Delayed Rayonier Asset) and Rayonier Liabilities (other than any Delayed Rayonier Liability) contemplated to be transferred from SpinCo to Rayonier on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (viivi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viiivii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (ixviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (xix) The approval for listing on the NASDAQ of the shares of Navient Common Stock SpinCo Shares to be delivered distributed to the Rayonier shareholders in the Distribution shall have been obtainedaccepted for listing on the NYSE, subject to official notice of distribution. (x) Rayonier shall have received the proceeds from the Cash Transfers and shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the SpinCo Financing Arrangements. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Rayonier Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related theretocontemplated by this Agreement or any Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, Rayonier and shall not give rise to or create any duty on the part of Rayonier or the Xxxxxx Xxx Rayonier Board to waive or not waive any of such conditions condition or in any way limit the Xxxxxx Mae BoardRayonier’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. If Any determination made by the Xxxxxx Xxx Rayonier Board waives prior to the Distribution concerning the satisfaction or waiver of any condition or all of the conditions set forth in Section 3.3(a)) shall be conclusive and binding on the Parties. If Rayonier waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject Subject to the satisfactionSection 4.5, or waiver by the Xxxxxx Xxx Board in its sole and absolute discretion, of the following conditions: (i) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (ii) The Information Statement and such other information concerning Navient, its business, operations and management, the Distribution and such other matters as Existing SLM shall determine, in its sole and absolute discretion and as may otherwise be required by Law, shall have been mailed are conditions to the Record Holders. (iii) Existing SLM shall have received a private letter ruling from the IRS (the “IRS Ruling”) to the effect that, among other things, (A) the Merger (together with the conversion of the shares of Existing SLM common and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and (B) the Distribution, together with the contribution described in Section 2.1(o), will qualify as a transaction that is a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo shall have received an opinion from Xxxxx Xxxxx L.L.P. to the effect that the Distribution, together with the contribution described in Section 2.1(o), shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Existing SLM shall have delivered one or more opinions to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before the consummation of the Distribution and each of SLM BankCo and Navient after consummation of the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) . The Separation shall have occurred as contemplated by Section 2.1. (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (x) The approval for listing on the NASDAQ of the shares of Navient Common Stock to be delivered in the Distribution shall have been obtained, subject to official notice of distribution. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, Parent and shall not give rise to or create any duty on the part of Parent or the Xxxxxx Xxx Board board of directors of Parent to waive or not waive any such condition: (a) The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of such conditions or Parent Common Stock who held Parent Common Stock as of the Distribution Record Date; (b) The Spinco Common Stock to be delivered in any way limit the Xxxxxx Mae Board’s right Distribution shall have been approved for listing on the NYSE, subject to terminate this Agreement as set forth official notice of distribution; (c) Prior to the Distribution, Parent shall have obtained a private letter ruling from the Internal Revenue Service in Article IX. If the Xxxxxx Xxx Board waives any condition set forth form and substance satisfactory to Parent (in Section 3.3(aits sole discretion), it and such ruling shall promptly issue remain in effect as of the Distribution Date, to the effect, among other things, that (i) such Distribution, together with certain related transactions, will qualify as a press release disclosing reorganization under Sections 355 and 368(a)(1)(D) of the Code, (ii) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the stockholders of Parent upon their receipt of Spinco Common Stock pursuant to such fact Distribution; and file (iii) no gain or loss will be recognized by Parent pursuant to such Distribution; (d) Prior to the Distribution, Parent shall have obtained an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, its tax counsel, in form and substance satisfactory to Parent (in its sole discretion), substantially to the effect that, among other things, such Distribution, together with certain related transactions, should qualify as a Current Report reorganization under Sections 355 and 368(a)(1)(D) of the Code; (e) Prior to the Distribution, Parent shall have obtained a surplus and solvency opinion(s) from a nationally recognized valuation firm, in form and substance satisfactory to Parent (in its sole discretion), substantially to the effect that, among other things: (i) Parent has adequate surplus under Oklahoma law to declare the Distribution dividend and (ii) following the Separation and the Distribution, Parent, on Form 8-K with the SEC describing such waiverone hand, and Spinco, on the other hand, will be solvent and adequately capitalized; (f) Any material Governmental Approvals (including the Kansas Approval) and other Consents (including Consents required under the Credit Agreement), necessary to consummate the Separation or the Distribution or any portion thereof shall have been obtained and be in full force and effect, including the regulatory approvals listed or described on Schedule 4.6(f); (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Separation or the Distribution shall be in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Separation or the Distribution; (h) With respect to the Distribution, the financing transactions described in the Information Statement as having occurred prior to the Distribution Date shall have been consummated on or prior to the Distribution Date; and (i) The board of directors of Parent shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion.

Conditions to the Distribution. (a) The consummation obligations of Starwood pursuant to this Agreement to effect the Distribution will shall be subject to the satisfaction, fulfillment (or waiver by Starwood) at or prior to the Xxxxxx Xxx Board in its sole and absolute discretion, Distribution Date of the following conditions: (ia) The SEC declaring effective Vistana shall have received pursuant to the Form 10, with no order suspending Vistana Loan(s) proceeds sufficient to declare and pay the effectiveness of Distribution Date Payment and shall have made the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SECDistribution Date Payment to Starwood. (iib) The Information Statement Starwood and Vistana shall have prepared and mailed to the holders of record of Starwood Common Stock such other information concerning NavientVistana, its business, operations and management, the Distribution and such other matters as Existing SLM Starwood shall determine, in its sole and absolute discretion determine and as may otherwise be required by Law; provided, that to the extent any mailing contemplated by this Section 4.4(b) contains information concerning ILG, the Vistana Entities or any of their respective businesses, operations or management, ILG shall be provided with copies of, and given an opportunity to review and comment on, such documentation before it is mailed, and no such documentation shall be so mailed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed); and (c) each of the parties to the Merger Agreement shall have been mailed irrevocably confirmed to the Record Holders. (iii) Existing SLM shall have received a private letter ruling from the IRS (the “IRS Ruling”) each other that each condition to the such party’s respective obligations to effect that, among other things, (A) the Merger (together with the conversion in Article VIII of the shares of Existing SLM common and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and Merger Agreement has been satisfied or waived (B) the Distribution, together with the contribution described in Section 2.1(o), will qualify as a transaction that is a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo shall have received an opinion from Xxxxx Xxxxx L.L.P. to the effect that the Distribution, together with the contribution described in Section 2.1(o), shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Existing SLM shall have delivered one or more opinions to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before other than the consummation of the Distribution and each of SLM BankCo and Navient after consummation of the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) The Separation shall have occurred as contemplated conditions that by Section 2.1. (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (x) The approval for listing on the NASDAQ of the shares of Navient Common Stock their terms are to be delivered in satisfied at the Distribution shall have been obtained, subject to official notice of distribution. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, but subject to the satisfaction or waiver of such conditions) and shall not give rise to or create any duty the Merger will be consummated immediately following the Distribution on the part of the Xxxxxx Xxx Board to waive or not waive any of such conditions or in any way limit the Xxxxxx Mae Board’s right to terminate this Agreement as Distribution Date; provided, that, notwithstanding anything set forth in this Article IX. If IV to the Xxxxxx Xxx Board waives any condition set forth contrary, the Parties agree that the Distribution Date shall occur on the same date as the Closing Date, as determined in Section 3.3(a), it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K accordance with the SEC describing such waiverapplicable terms and conditions of the Merger Agreement.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Xxxxxx Xxx Board in its sole and absolute discretion, of the following conditions: (i) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (ii) The Information Statement and such other information concerning NavientNewCo, its business, operations and management, the Distribution and such other matters as Existing SLM shall determine, in its sole and absolute discretion and as may otherwise be required by Law, shall have been mailed to the Record Holders. (iii) Existing SLM shall have received a private letter ruling from the IRS (the “IRS Ruling”) to the effect that, among other things, (A) the Merger (together with the conversion of the shares of Existing SLM common and preferred stock into shares of SLM BankCo common and preferred stock) will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and will not be integrated with the rest of the Separation and Distribution and (B) the Distribution, together with the contribution described in Section 2.1(o), will qualify as a transaction that is a “reorganization” for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Existing SLM and SLM BankCo shall have received an opinion from Xxxxx Xxxxx L.L.P. to the effect that the Distribution, together with the contribution described in Section 2.1(o), shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Existing SLM shall have delivered one or more opinions to the Existing SLM Board confirming the solvency and financial viability of Existing SLM and SLM BankCo before the consummation of the Distribution and each of SLM BankCo and Navient NewCo after consummation of the Distribution, and such opinions shall be acceptable to the Xxxxxx Mae Board in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded. (vi) The Separation shall have occurred as contemplated by Section 2.1. (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (x) The approval for listing on the NASDAQ of the shares of Navient NewCo Common Stock to be delivered in the Distribution shall have been obtained, subject to official notice of distribution. (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Xxxxxx Xxx Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Existing SLM and, following the Merger Effective Time, Effective Time Xxxxxx Mae, and shall not give rise to or create any duty on the part of the Xxxxxx Xxx Board to waive or not waive any of such conditions or in any way limit the Xxxxxx Mae Board’s right to terminate this Agreement as set forth in Article IX. Any determination made by the Existing SLM Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions. If the Xxxxxx Xxx Board waives any condition set forth in Section 3.3(a), it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.