Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Section 2.4(a) of the Disclosure Letter shall also set forth a list of each of the current operating outpatient rehabilitation clinics that will be owned by the Company or the Division Entities immediately after the Closing (the “Going Clinics”), and shall include a listing of the legal entity that owns each such Going Clinic. (b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “Excluded Assets”). Section 2.4(b) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.” Buyer and Seller agree that any liabilities or obligations of the Company or any Division Entity that relate to the Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a Subsidiary of Seller (other than the Company or its Subsidiaries) prior to the Effective Time, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the Effective Time and indemnified by Seller from and against such liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the “Restructuring Transactions,” and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the “Restructuring Agreements.” Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the “Ancillary
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Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s 's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall also set forth a list of each cause no less than 80% of the current operating outpatient rehabilitation clinics managed care Contracts used in the Business that will to Seller’s Knowledge are in full force and effect to be owned by transferred or assigned to the Company or the Division Entities immediately after (or replaced by equivalent Contracts) prior to the Closing (the “Going Clinics”), and shall include a listing of the legal entity that owns each such Going ClinicClosing.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “"Excluded Assets”"). Section 2.4(b.
(c) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.” Buyer and Seller agree that any liabilities or obligations of the Company or any Division Entity that relate to the Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a Subsidiary of Seller (other than the Company or its Subsidiaries) prior to the Effective Time, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the Effective Time and indemnified by Seller from and against such liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the “"Restructuring Transactions,” " and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the “"Restructuring Agreements.” " Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the “Ancillary"Ancillary Agreements."
(d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.
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Restructuring Transactions. (a) Prior to the Closing, Seller The DC Contributors shall, and shall cause its the Company and the respective Company Subsidiaries to, consummate take the transactions listed actions described in Section 2.4(aSchedule 5.05(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Section 2.4(a) of the Disclosure Letter shall also set forth a list of each of the current operating outpatient rehabilitation clinics that will be owned by the Company or the Division Entities immediately after the Closing (the “Going ClinicsPre-Closing Restructuring Transactions”), ) prior to the Closing. The Pre-Closing Restructuring Transactions shall be implemented substantially in the manner specified on such Schedule or otherwise in a manner reasonably satisfactory to the Investor. The DC Contributors shall regularly consult with the Investor regarding the manner and status of the implementation of the Pre-Closing Restructuring Transactions and shall include a listing provide the Investor with copies of the legal entity that owns each all material agreements or other documents executed in connection with such Going Clinictransactions.
(b) Prior to The DC Contributors and the Closing, Seller Investor shall, and shall cause its Subsidiaries their respective Affiliates to, consummate take the transactions listed actions described in Section 2.4(bSchedule 5.05(b) (the “Post-Closing Restructuring Transactions”) after the Closing. The Investor and the DC Contributors shall cooperate with each other and shall cause their respective Affiliates and the officers, employees, agents, and representatives of themselves and their respective Affiliates to cooperate with each other and use reasonable best efforts to ensure the timely and orderly completion of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller Post-Closing Restructuring Transactions.
(other than the Company or a Division Entityc) all of their right, title and interest in and to (i) Notwithstanding anything that may be contained in the equity interests NAFTA Macro Step Plan, the Austria Macro Step Plan or the ROW Macro Step Plan (each as included in all Subsidiaries Schedule 5.05(a)) to the contrary, but subject to paragraph (iii) below, the DC Contributors and the Investor agree that the Pre-Closing Restructuring Transactions, taken as a whole, will not involve transfers of or other entities owned by cash from the Company and the Division Entities that are not engaged Company Subsidiaries, taken as a whole, in the conduct excess of the Business amount of cash transferred pursuant to such step plans by DC Holding, DCNAF and the Guarantor or their Affiliates (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “Excluded Assets”). Section 2.4(b) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.” Buyer and Seller agree that any liabilities or obligations of excluding the Company or any Division Entity that relate Company Subsidiary) to the Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a Subsidiary of Seller (other than the Company or its Subsidiaries) prior to the Effective Time, and that the Company and the Division Entities Company Subsidiaries, taken as a whole.
(ii) The parties agree that in Step 3 of Phase II of the ROW Macro Step Plan, the amount to be invested by DCC in Chrysler do Brazil Ltda (indicated as $35 million but potentially less) shall be released provided to DCC from any obligation relating to such liabilities funds distributed by Chrysler International Corporation, a Delaware corporation (“CIC”), as described in paragraph (iii) below (or by capital contributions from DCNAF or DC Holding).
(iii) The parties agree that as a result of the Effective Time and indemnified by Seller from and against such liabilities. The transactions listed steps in Sections 2.4(a) and 2.4(b) Phase II of the Disclosure Letter Austria Macro Step Plan (as included in Schedule 5.05(a)), all net cash and cash equivalents not attributable to the Chrysler business (as defined below) may be paid, distributed or otherwise transferred from DaimlerChrysler Holding (Austria) GmbH, DaimlerChrysler Vienna GmbH and CIC, to DaimlerChrysler Danubia (or, in the case of the distribution from CIC, to the extent not applied as set forth in paragraph (ii) above, to DC Holding). For purposes of this paragraph (iii), net cash and cash equivalents not attributable to the Chrysler business shall include all cash and cash equivalents in DaimlerChrysler Holding (Austria) GmbH and DaimlerChryslerVienna GmbH immediately prior to Step 6 of the Austria Macro Step Plan, which cash and cash equivalents will not exceed Euro 350 million and which cash and cash equivalents has not been generated by or is not attributable to any Chrysler business operations or assets. For avoidance of doubt, neither DaimlerChrysler Danubia nor DC Holding shall be collectively referred entitled to herein as the “Restructuring Transactions,” receive any cash and the agreements to effectuate the Restructuring Transactions cash equivalents contained in Chrysler Austria GmbH, DaimlerChrysler Management Austria GmbH or AC Auto Car, which cash and cash equivalents balances shall be referred deemed attributable to herein as the “Restructuring AgreementsChrysler business.” Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the “Ancillary
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Samples: Contribution Agreement (Daimler Ag)
Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s 's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall also set forth a list of each cause no less than 80% of the current operating outpatient rehabilitation clinics managed care Contracts used in the Business that will to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to be owned by transferred or assigned to the Company or the Division Entities immediately after (or replaced by equivalent Contracts) prior to the Closing (the “Going Clinics”), and shall include a listing of the legal entity that owns each such Going ClinicClosing.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “"Excluded Assets”"). Section 2.4(b.
(c) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.” Buyer and Seller agree that any liabilities or obligations of the Company or any Division Entity that relate to the Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a Subsidiary of Seller (other than the Company or its Subsidiaries) prior to the Effective Time, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the Effective Time and indemnified by Seller from and against such liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the “"Restructuring Transactions,” " and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the “"Restructuring Agreements.” " Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the “Ancillary"Ancillary Agreements."
(d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.
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Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s 's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Section 2.4(a) of the Disclosure Letter shall also set forth a list of each of the current operating outpatient rehabilitation clinics that will be owned by the Company or the Division Entities immediately after the Closing (the “Going Clinics”), and shall include a listing of the legal entity that owns each such Going Clinic.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “"Excluded Assets”"). Section 2.4(b) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.” Buyer and Seller agree that any Any liabilities or obligations of the Company or any Division Entity that relate to the any Excluded Assets or the Staying Clinics will Asset shall also be transferred to or and assumed by Seller or a Subsidiary of Seller (other than the Company or its Subsidiariesa Division Entity) prior to the Effective TimeClosing, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the Effective Time and indemnified by Seller from and against such liabilitiesconstitute Excluded Liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the “"Restructuring Transactions,” and ".
(c) Prior to the agreements Closing, Seller shall provide to effectuate Buyer evidence reasonably satisfactory to Buyer that the Restructuring Transactions have been completed and copies of all agreements, instruments, certificates and other documents relating to the Restructuring Transactions (the "Restructuring Documents"). As soon as practicable after the date hereof, and in any event at least 30 days prior to the anticipated Closing Date, Seller shall meet and confer with Buyer and discuss the manner in which Seller would propose to effect the Restructuring Transactions and, upon the reasonable request of Buyer, Seller shall take such actions to effect the Restructuring Transactions as Buyer may reasonably request so long as (x) such actions, if implemented as of the Closing, would have no cost or liability to Seller or any of its Affiliates or (y) Buyer reimburses Seller for any costs or liabilities incurred by Seller or any of its Affiliates as a result of such requested action.
(d) To the extent any property, asset or Contract that is to be referred transferred or conveyed pursuant to herein as the “Restructuring AgreementsTransactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets and Contracts that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets and Contracts that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder.” Together
(e) If, after the Closing, Seller or its Affiliates receives any payment in connection with the Business, Seller shall notify Buyer and cause such payment to be remitted to the Company promptly after receipt thereof by Seller or its Affiliate. If, after the Closing, Buyer, the Transition Agreement Company or any Division Entity receives any payment that is not in connection with the Business and rightfully belongs to Seller or its Affiliates, Buyer shall notify Seller and cause such payment to be remitted to Seller promptly after receipt thereof by Buyer, the Restructuring Agreements are referred to herein as Company or the “AncillaryDivision Entity.
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