Common use of Separation Transactions Clause in Contracts

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 adversely affect the interests of the Lenders (it being understood that, any change to the Separation Documents whereby an indemnification obligation of Cadbury or any of its subsidiaries existing on the Effective Date for which the Borrower or any of its Subsidiaries are indirectly liable is transferred to the Borrower or any of its Subsidiaries so that the Borrower or such Subsidiary is directly liable to Cadbury’s (or its subsidiary’s) counterparty under the underlying contract pursuant to which such indemnification obligation arose, shall not be considered to materially and adversely affect the interests of the Lenders so long as the scope and terms of such indemnification obligation are not changed following such transfer).

Separation Transactions. As of the Transaction Closing Effective 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 Special Distribution are within each Loan Partythe Borrower’s and (as applicable) MRO’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 Partyparty, 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.; and (cb) The the Separation Transactions and the Special Distribution (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 effecteffect (except for any reports required to be filed by the Borrower or MRO with the SEC pursuant to the Exchange Act), (ii) will not violate in any material respect any law or regulation or any order of any Governmental Authority, in each case, applicable to or binding upon the Borrower or MRO or any of the Borrower’s or MRO’s property, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or by which any property or asset of the Borrower or any of its Subsidiaries is bound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (iv) will not result in the creation or imposition of any Lien prohibited hereunder on any asset of the Borrower or any of its Subsidiaries and (v) 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 EffectMRO. (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 adversely affect the interests of the Lenders (it being understood that, any change to the Separation Documents whereby an indemnification obligation of Cadbury or any of its subsidiaries existing on the Effective Date for which the Borrower or any of its Subsidiaries are indirectly liable is transferred to the Borrower or any of its Subsidiaries so that the Borrower or such Subsidiary is directly liable to Cadbury’s (or its subsidiary’s) counterparty under the underlying contract pursuant to which such indemnification obligation arose, shall not be considered to materially and adversely affect the interests of the Lenders so long as the scope and terms of such indemnification obligation are not changed following such transfer).