Spin-Off Transactions Clause Samples

Spin-Off Transactions. Except as set forth in Schedule 6.21 to this ---------------------- ------------- Agreement, (i) (a) all conditions precedent to, and all consents necessary to permit, the consummation of the Spin-Off Transactions have been satisfied in all material respects, (b) no additional actions are necessary to consummate the Spin-Off Transactions other than the passage of time and (c) the Spin-Off will take effect on April 1, 2000 without any further action on the part of Energizer or ▇▇▇▇▇▇▇, (ii) the Spin-Off Transactions have been approved by all necessary corporate action of ▇▇▇▇▇▇▇'▇ and Energizer's Board of Directors and, if required, shareholders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been obtained for the consummation of the Spin-Off Transactions; and (iv) the aggregate amount of all loans and committed Financing Facilities (including this Agreement and the 5-Year Credit Agreement) available to Energizer upon consummation of the Spin-Off Transactions equals or exceeds $650,000,000, and all such commitments are identified on Schedule 6.21(iv) attached hereto. ------------------

Spin-Off Transactions. As of the close of business on the Effective Date, the Spin-Off Transactions shall have been consummated in all material respects in accordance with the Distribution Agreement and the other material agreements relating thereto.

Spin-Off Transactions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Lenders hereby consent to the Spin Off Transactions. [SIGNATURE PAGES FOLLOW]

Spin-Off Transactions. Prior to the Effective Time, the Company will cause Atrisco LLC to be organized under the laws of the State of New Mexico and will take such actions as required to effect the Spin-Off. The Limited Liability Company Operating Agreement of Atrisco LLC will be in the form attached hereto as Exhibit D.

Spin-Off Transactions. Each of the Spin-Off Transactions shall have been consummated.

Spin-Off Transactions. (a) Bristol will diligently seek and use reasonable best efforts to obtain prior to the Closing Date all material consents required to be obtained by BHMC and BHR to perform their respective obligations under the Spin-Off Agreement and the other agreements contemplated hereby to which BHMC and BHR is a party. Bristol will keep FelCor apprised in reasonable detail of its progress in obtaining such consents. 28 37 (b) Bristol will furnish to FelCor copies of all documentation relating to or to be delivered in connection with the Spin-Off Transactions. Without limiting the generality or effect of the foregoing, Bristol will furnish to FelCor copies of all documentation relating to (i) the transfers to BHR of the Spin-Off Assets (as defined in the Spin-Off Agreement) and the assumptions by BHR of the Spin-Off Liabilities (as defined in the Spin-Off Agreement), (ii) the formation and organizational documents for the Non-Corporate Bristol Hotel Subsidiaries, and (iii) the merger documents between the Bristol Corporate Subsidiaries and the Non-Corporate Bristol Hotel Subsidiaries, and provide FelCor an opportunity to comment thereon and consent to any of such documentation.

Spin-Off Transactions. (a) If the Partnership has not consummated a Qualified Pasadena Sale by the date that is sixty (60) days from the date of this Agreement (the “Spin-Off Trigger Date” and such non-consummation of a Qualified Pasadena Sale by the Spin-Off Trigger Date, a “Spin-Off Trigger Event”), (i) the Partnership shall promptly take, or cause its Subsidiaries to take, such actions as are reasonably necessary to form SpinCo and (if SpinCo is a limited partnership) the general partner of SpinCo (“SpinCo GP”) and (ii) the Partnership, the Partnership GP, SpinCo and (if SpinCo is a limited partnership) SpinCo GP shall enter into a Separation and Distribution Agreement in substantially the form attached hereto as Annex A, with only such changes thereto as consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed) (the “Separation Agreement”), pursuant to which, on the terms and conditions set forth therein, (A) the Partnership will contribute, transfer, assign, convey and deliver all of its direct or indirect right, title and interest in and to the Transferred Assets (as defined in the Separation Agreement) (the “Transferred Assets”) to SpinCo, and SpinCo shall accept, assume and agree faithfully to perform, discharge and fulfill the Assumed Liabilities (as defined in the Separation Agreement) (the “Separation”), and (B) the Partnership will effect a distribution of SpinCo Common Units representing a 100% limited partnership or limited liability company interest in SpinCo to the Partnership Unitholders pursuant to a special distribution (the “Pasadena Distribution” and, together with the Separation, the “Spin-Off Transaction”). For the avoidance of doubt, the Partnership may continue to pursue a Qualified Pasadena Sale after the Spin-Off Trigger Event has occurred.

Spin-Off Transactions. The Spin-off and the Spin-off --------------------- Dividend and all other related transactions comply in all material respects with all applicable laws and regulations, including without limitation, federal and state securities laws and regulations, and all organizational documents of the Borrower and GPI. The Spin-off and Spin-off Dividend and related transactions have been, or will be not later than 11:59 p.m. on the date of the initial Credit Extension made hereunder, consummated in all material respects in accordance with the terms and conditions set forth in the Form 10 Filing and Information Statement.

Spin-Off Transactions. The Spin-Off Transactions shall have been completed and all documents required to be delivered in connection with the Spin-Off Transactions pursuant to the Spin-Off Agreement shall have been executed and delivered by all parties thereto;