Separation Agreements. (i) Promptly following execution of this Agreement, the Company and Parent and their respective counsel will prepare a definitive Separation Agreement and Tax Matters Agreement (A) on terms that are as provided in the Separation Principles, the Tax Matters Agreement Principles and this Agreement and (B) with respect to terms that are not provided in the Separation Principles, the Tax Matters Principles or this Agreement, on terms that are customary for agreements of this nature. The Company agrees to, and shall cause SpinCo to, execute the Separation Agreement and the Tax Matters Agreement on the terms mutually agreed with Parent or on the terms finally decided pursuant to an arbitration proceeding in accordance with this Section 5.21(a).
(ii) The Company and Parent shall use reasonable best efforts and shall cooperate in good faith to finalize the terms of the Separation Agreement and the Tax Matters Agreement by 11:59 p.m. New York City time on September 30, 2018 (the “Target Completion Date”).
(iii) If the terms of the Separation Agreement or the Tax Matters Agreement are not finalized and mutually agreed with Parent by the Target Completion Date, the finalization of such terms shall be escalated to appropriate senior executive officers of each of the Company and Parent for resolution.
(iv) If the terms of the Separation Agreement or the Tax Matters Agreement are not finalized and mutually agreed with Parent within 30 days of the Target Completion Date, the Company and Parent shall, within 60 days of the Target Completion Date, each select one arbitrator to resolve any remaining disputed terms. The two arbitrators so selected shall select a third arbitrator, who will chair the panel. If the two selected arbitrators fail to agree upon the selection of a third arbitrator, the two selected arbitrators will agree to a list of no less than three and no more than five candidates to chair the panel, and JAMS will select an arbitrator from such list to chair the panel. Each such arbitrator must be an attorney with significant experience in negotiating complex commercial transactions or a judge seated on, or retired from, a Federal Court of the United States of America sitting in the State of New York, the commercial division of the New York State Supreme Court or the Court of Chancery for the State of Delaware. Each arbitrator will be neutral and independent of each party. The seat of the arbitration will be New York, New York.
(v) Within 15 days of the selecti...
Separation Agreements. The Separation Agreements are terminated, whether by rejection as part of any insolvency proceeding of SHC and its Subsidiaries under any Debtor Relief Law or otherwise, by SHC and its Subsidiaries, unless terminated on a basis reasonably satisfactory to the Agent; or
Separation Agreements. The parties will use all commercially reasonable efforts to execute all agreements relating to the Separation in substantially the forms attached hereto as Schedules 1 through 6.
Separation Agreements. The Borrower has delivered to the Administrative Agent complete and correct copies of all Separation Agreements listed on Schedule 3.22 as of the Effective Date.
Separation Agreements. A counterpart signature page of each Separation Agreement duly executed by the Parent, shall be delivered to Inuvo and each executive who is a counterparty to the applicable Separation Agreement.
Separation Agreements. On or prior to the Separation Date, Forest and Lone Pine shall execute and deliver (or shall cause the appropriate members of their respective Groups to execute and deliver, as applicable) the agreements between them designated as follows:
(a) the Transition Services Agreement;
(b) the Employee Matters Agreement;
(c) the Tax Sharing Agreement;
(d) the Registration Rights Agreement; and
(e) such other agreements, documents or instruments as the parties may agree are necessary or desirable and which specifically state that they are Separation Agreements within the meaning of this Agreement (collectively, and together with this Agreement, the “Separation Agreements”). To the extent such other documents referenced in Section 2.3(e) are not executed and delivered on the Separation Date, they shall be executed and delivered as soon as practicable thereafter and (except as otherwise provided therein) shall be effective as of the Separation Date.
Separation Agreements. The Separation and Distribution Agreement and each of the other Transaction Documents have been duly authorized, executed and delivered by the Company and with respect to the Exchange Agreement, assuming the valid authorization, execution and delivery by the Selling Stockholder, constitute the valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and public policy with respect to rights to indemnity and contribution.
Separation Agreements. The Separation and Distribution Agreement and each of the other Transaction Documents have been duly authorized, executed and delivered by Sunoco and, with respect to the exchange agreement, assuming the valid authorization, execution and delivery by the Selling Stockholder, constitute the valid and binding obligations of Sunoco, enforceable in accordance with their terms, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and public policy with respect to rights to indemnity and contribution.
Separation Agreements. Upon approval of this Agreement by the Bankruptcy Court, the Separation Agreements shall be deemed assumed under section 365 of the Bankruptcy Code. For the avoidance of doubt, during the term of and after the Paragon Cases, each Separation Agreement will remain in full force and effect, without modification or release of any right or obligation of any party thereto thereunder, and each Party shall continue to perform its obligations thereunder, provided that subject to the satisfaction or waiver of the conditions set forth in Section 6.1, at the Paragon Plan Closing the Tax Sharing Agreement will be modified as contemplated hereby.
Separation Agreements. The Separation Agreements set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, in each case as of the Effective Date. The execution, delivery and performance of each such Separation Agreement has been duly authorized by all necessary action on the part of each such Person. No authorization or approval or other action by, and no notice to filing with or license from, any Governmental Authority is required for the consummation of the transactions contemplated by the Separation Agreements other than such as have been obtained on or prior to the Effective Date. Each Separation Agreement is the legal, valid and binding obligation of each Loan Party party thereto and, to the best knowledge of any Loan Party, the other parties thereto, enforceable against such parties in accordance with its terms (other than (i) the Separation Agreement described in clause (g) of the definition of such term or (ii) to the extent terminated on a basis reasonably acceptable to the Agent.
