Separation and Distribution Agreement. Neither the making nor the acceptance of this Agreement shall enlarge, restrict or otherwise modify the terms of the Separation and Distribution Agreement or constitute a waiver or release by BorgWarner Inc. or PHINIA Inc. of any liabilities, obligations or commitments imposed upon them by the terms of the Separation and Distribution Agreement, including the representations, warranties, covenants, agreements and other provisions of the Separation and Distribution Agreement. In the event of any conflict between the provisions of this Agreement, on the one hand, and the provisions of the Separation and Distribution Agreement, on the other hand, the Separation and Distribution Agreement shall control.
Separation and Distribution Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation and Distribution Agreement, the terms of this Agreement shall govern.
Separation and Distribution Agreement. Xxxxxxx and Houston agree that concurrently with the execution hereof Houston and Xxxxxxx shall execute an amendment to the Separation and Distribution Agreement in the form attached as Exhibit F hereto. Chicago hereby agrees to the execution of such amendment.
Separation and Distribution Agreement. The Separation Agreement will govern the overall terms of the Separation. Prior to the Separation, SilverSun will contribute all of the issued and outstanding common stock of its wholly owned subsidiaries, SWK and SCS to SilverSun Holdings (the “Contribution”). Following the Contribution and the Mergers in accordance with the Merger Agreement, SilverSun will distribute all of our issued and outstanding common stock to the holders of SilverSun common stock as of the Record Date on a pro rata basis. Unless otherwise provided in the Separation Agreement or any of the related ancillary agreements, all assets will be transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder requires a consent that will not be obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder would be ineffective or would adversely affect the rights of the transferor thereunder so that the intended transferee would not in fact receive all such rights, the party retaining any asset that otherwise would have been transferred will use commercially reasonable efforts to promptly transfer, or cause the entity(ies) affiliated with it to promptly transfer, to the other party or the appropriate entity(ies). The Separation Agreement specifies conditions that must be satisfied or waived by SilverSun prior to the completion of the Separation, which are described further in “The Separation—Conditions to the Distribution.” In addition, XxxxxxXxx has the right in its sole and absolute discretion to determine the date and terms of the Separation and will have the right, at any time until completion of the Distribution, to determine to abandon or modify the Distribution and to terminate the Separation Agreement. In addition, the Separation Agreement will govern the treatment of indemnification, insurance, and litigation responsibility and management of SilverSun Holdings, on the one hand, and Parent, on the other hand, after the Distribution Date. The Separation Agreement provides that SilverSun Holdings will indemnify SilverSun following the Distribution for any obligations and liabilities related to or arising from our business, on the one hand, and SilverSun and CCDC on the other hand, prior to the Distribution. Following the Distribution, SilverSun and SilverSun Holdings will indemnify the other party following the Distribution for any obligati...
Separation and Distribution Agreement. Separation and Distribution Agreement is defined in the second recital of this Agreement.
Separation and Distribution Agreement. Parent shall, and shall cause the Surviving Corporation to, comply with each of their respective obligations under that certain Separation and Distribution Agreement, dated as of July 31, 2013 (the “Separation and Distribution Agreement”), by and between the Company and IDT Corporation, including the obligations set forth under Section 11.05(a) thereof.
Separation and Distribution Agreement. On or prior to the Distribution Date, all conditions precedent set forth in the Separation and Distribution Agreement shall have been satisfied, unless (i) the Company waives or amends any conditions which do not adversely affect the holders of Notes or (ii) the Required Holders consent to any waiver or amendment of such conditions.”
Separation and Distribution Agreement. To the extent not inconsistent with any specific term of this Agreement, the provisions of the Separation and Distribution Agreement shall apply in relevant part to this Agreement, including Article IX Termination; 10.1
Separation and Distribution Agreement. Aptevo and the Parent have entered into or will enter into a Separation and Distribution Agreement in connection with the Spin-Off (the “Separation Agreement”). The remedies expressly set forth in the Separation Agreement shall be the sole and exclusive remedies of the parties with respect to the transactions contemplated hereby.
Separation and Distribution Agreement. In submitting the matter to arbitration, a Party shall include all documents which that Party needs to support its position in arbitration. The other Party shall then have five (5) business days from the date it receives the first Party's document to submit any and all documents which that Party needs to support its position. Either Party may request a hearing to be conducted within ten (10) business days from the conclusion of document submission. The arbitrator shall render a ruling within a time period not to exceed two (2) months from the date the matter is submitted to arbitration. In considering whether an objection to a license is proper, the arbitrator shall consider all relevant facts and positions offered by the Parties, including whether Lucent has granted licenses to other companies with products comparable to those sold or planned for sale by the third party and upon what terms such licenses were granted, Lucent's competitive position in the relevant markets, any expressed rationale for the request by AT&T, the impact of an adverse ruling against each Party, and the reasonableness of the requested completion date. Should the arbitrator rule in favor of AT&T, Lucent will have five (5) business days to submit to the arbitrator a set of terms and conditions which Lucent would propose be offered to the third party. AT&T shall have five (5) business days to submit to the arbitrator its comments on Lucent's proposed terms and conditions and may bring to the attention of the arbitrator any and all facts relevant to the issue of appropriate terms and conditions of licensing the Lucent's Specified Patents. The arbitrator, within five (5) business days, shall then make a determination of an initial set of terms and conditions to be presented to the third party by Lucent. Lucent shall present such terms and conditions to the third party within three (3) business days of the arbitrator's determination. If the arbitrator rules in favor of Lucent, or if the third party is unwilling to accept the terms and conditions set by the arbitrator, Lucent will have no obligation to license that third party and AT&T may not make a similar request to license that third party for a period of one (1) year. In submitting the matter to arbitration, AT&T shall include all documents which it needs to support its position. Lucent shall then have five (5) business days to submit any and all documents which it needs to support its position. In determining whether different term...
