Termination of Group. Each of the parties hereto hereby acknowledges and confirms that their participation as a member of a “group” within the meaning of Section 13(d)(3) of the Act as previously disclosed in the Schedule 13D be and is hereby terminated.
Termination of Group. 10 ARTICLE VI
Termination of Group. (a) For all periods of the members of Spinco Group ending on or before the Merger Effective Time and, in the case of any Straddle Period, the part of the period prior to the Merger Effective Time, Merger Partner shall cause the members of the Spinco Group to surrender to, or claim from, Remainco, or any other member of the Remainco Group, all such Group Relief set forth in Section 5.01 hereto or as otherwise agreed in writing by the Parties, subject to and as permitted by applicable law; provided that any commercially reasonable costs properly incurred by Xxxxxx Partner in causing the members of the Spinco Group to effect such Group Relief surrender or claim (including any such commercially reasonable costs properly incurred by a member of the Spinco Group in effecting such Group Relief surrender or claim) shall be borne by Remainco subject to receipt of satisfactory evidence of payment thereof. (b) Merger Partner shall, and shall cause the other members of the Spinco Group to, use commercially reasonable efforts to procure that full effect is given to the surrenders and claims to be made under Section 6.01(a) and that such surrenders and claims are allowed in
Termination of Group. (a) For all periods of the members of the Spinco Group ending on or before the Equity Sale Closing Time and, in the case of any Straddle Period, the part of the period prior to the Equity Sale Closing Time, Spinco, Merger Partner and Buyer (as appropriate) shall cause the applicable members of the Spinco Group to surrender to, or claim from, Remainco, or any other member of the Remainco Group, all such Group Relief set forth in Section 5.01 hereto or as otherwise agreed in writing by the Parties, subject to and as permitted by applicable law; provided that (i) none of Spinco, Merger Partner or Buyer shall be obliged to procure any surrender or claim for Group Relief pursuant to this Section 5.01 to the extent that (X) the availability or existence of such Group Relief has been taken into account in determining the Final Purchase Price and/or (Y) such surrender or claim may give rise to any liability for Tax of any member of the Spinco Group, any member of the Merger Partner Group or any member of the Buyer Group which is attributable to any period ending on or before the Equity Sale Closing Time (including any Extraordinary Transaction entered into prior to the Equity Sale Closing Time at the voluntary direction of Remainco or any member of the Spinco Group), and (ii) any commercially reasonable costs properly incurred by Spinco, Merger Partner and Buyer in causing the applicable members of the Spinco Group to effect such Group Relief surrender or claim (including any such commercially reasonable costs properly incurred by a member of the Spinco Group in effecting such Group Relief surrender or claim) shall be borne by Remainco subject to receipt of satisfactory evidence of payment thereof.
Termination of Group. Each Party hereby acknowledges and confirms that, as of the date hereof (the “Effective Date,” his, her or its participation as a member of the “group” (within the meaning of Section 13(d)(3) of the Act and Rule 13d-5 thereunder) formed in accordance with the Letter Agreement and disclosed in the Schedule 13D, has been terminated.
Termination of Group
