Feasibility Review and Discussion Sample Clauses

Feasibility Review and Discussion. To facilitate the sublease or license of a portion of each Subleased Property by an Asset Transferor to a Spinco Asset Transferee or a Remainco Asset Transferee, as applicable, following the date hereof, Remainco shall diligently and in good faith conduct an internal feasibility review of each Subleased Property to preliminarily determine the suitability of each Subleased Property for such sublease or license, as applicable, with such feasibility review to include consideration of the nature of each Subleased Property’s space (including the feasibility and cost of demising the space and sharing or dividing utilities, infrastructure, essential services, fire services, IT equipment, storage, facilities and amenities within the space), the relative numbers of Spinco Employees and employees of members of the Remainco Group at each Subleased Property, all applicable Laws, regulations and building codes implicated by a sublease or license and any associated construction work, and potential risks or requirements associated with obtaining Lease Consents for any Relevant Leases. Promptly following completion of a feasibility review, Remainco and Spinco shall discuss in good faith whether (i) a member of the Remainco Group and a member of the Spinco Group should enter into a sublease or license of a portion of the applicable Subleased Property or (ii) Remainco or Spinco, as applicable, should cause another member of the Remainco Group or a another member of the Spinco Group, respectively (the “Relocating Party”), to secure an alternative location or remote work arrangement for its employees and operations which would otherwise have continued at the applicable Subleased Property. If Remainco and Xxxxxx Partner do not reach a mutual agreement pursuant to the preceding sentence on or before June 30, 2024, then the Relocating Party shall fully vacate, at its sole cost and expense, the applicable Subleased Property on or prior to the Distribution Date. If Remainco and Spinco agree that the Relocating Party must secure an alternative location, the selection and implementation of such location shall be at the Relocating Party’s sole cost and expense. 5.2
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Related to Feasibility Review and Discussion

  • Review Scope The parties confirm that the Asset Representations Review is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement or (b) determining whether noncompliance with the representations and warranties constitutes a breach of the Eligibility Representations. For the avoidance of doubt, the parties confirm that the review is not designed to determine why an Obligor is delinquent or the creditworthiness of the Obligor, either at the time of any Asset Review or at the time of origination of the related Receivable. Further, the Asset Review is not designed to establish cause, materiality or recourse for any Test Fail (as defined in Section 3.05).

  • Review Procedure If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

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