Separation Transactions. NRF contributes its 5.1% ownership interest in Trias Holdings-T(US), LLC and its 5.1% ownership interest in Prime Holdings-T(US), LLC to NRF Operating Partnership pursuant to the contribution agreement included in Annex II to the Contribution Agreement.
Separation Transactions. On or prior to the Distribution Date, ALTISOURCE shall, and shall cause AAMC and each other Subsidiary and controlled Affiliate of ALTISOURCE to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as ALTISOURCE shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. As of the Transaction Closing Date:
(a) The Separation Transactions have been consummated in all material respects in accordance with each of the Separation Documents and substantially in the manner described in the Registration Statement.
(b) The Separation Transactions are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. Each of the Separation Documents has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) The Separation Transactions (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate the charter, by-laws or other organizational documents of the Borrower or any other Loan Party, (iii) will not violate any applicable law (including ERISA and Environmental Laws) or regulation or any order of any Governmental Authority and (iv) will not violate in any material respect or result in a material default or a right to require a material payment under any material indenture, any other agreement or other instrument binding upon the Borrower or any other Loan Party, or any of their respective assets, or give rise to a right thereunder to require any material payment to be made by any such Person, except in the case of clauses (i), (iii) and (iv) above (other than, in the case of clause (iv), with regards to any indentures and other material debt agreements) for any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(d) Each of the Separation Documents has been entered into and is effective in substantially the same form as the draft agreements set forth in the definition thereof. None of the Separation Documents has been amended or otherwise modified in any material respect and no material provision therein has been waived, except as otherwise agreed to by the Bookrunners and except for such waivers, amendments or modifications that do not materially adver...
Separation Transactions. On or prior to the Distribution Date, OCWEN shall, and shall cause ALTISOURCE and each other Subsidiary and controlled Affiliate of OCWEN to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as OCWEN shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. On or prior to the Distribution Date, NRF shall, and shall cause NRE and each Subsidiary and controlled Affiliate of NRF to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as NRF shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. The separation transactions shall be as specified in the Private Letter Ruling Request. In the case of any inconsistency between this Schedule and the Private Letter Ruling Request, this Schedule shall be deemed amended to conform to the description of the separation transactions as set forth in the Private letter Ruling Request. The parties will cause the following miscellaneous asset transfers to occur:
Separation Transactions. On or prior to the Distribution Date, STWD shall, and shall cause SWAY and each other Subsidiary and controlled Affiliate of STWD to, effect each of the transactions set forth in Section 2.1 of the Disclosure Schedule, which transactions shall be accomplished substantially in the order described on and subject to the limitations set forth in Section 2.1 of the Disclosure Schedule, in each case, with such modifications, if any, as STWD shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. As of the Funds Availability Date:
(a) The Separation Transactions have been consummated in all material respects in accordance with each of the Separation Documents and substantially in the manner described in the Registration Statement.
(b) Each of the Separation Documents has been duly executed and delivered by each Loan Party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) None of the Separation Documents has been amended, waived or otherwise modified from the form of the drafts attached hereto as Exhibit R and Exhibit S, respectively, in a way that is materially adverse to the Lenders without the prior consent of the Arrangers and the Required Lenders and no condition precedent therein to the obligations of the Borrower waived, altered, amended or otherwise changed or supplemented, in each case in a manner materially adverse to the interests of the Lenders, without the prior written consent of the Arrangers and the Required Lenders.
Separation Transactions. On or prior to the Distribution Date, NorthStar Realty shall, and shall cause NSAM and each Subsidiary and controlled Affiliate of NorthStar Realty to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as NorthStar Realty shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. The Separation Transactions and the other transactions contemplated by the Transaction Documents to have occurred as of such Closing Date shall have been consummated in accordance with the terms of the Transaction Documents, as described in the Registration Statement, the General Disclosure Package and the Final Prospectus.
