Common use of UpstreamCo Financing Arrangements Clause in Contracts

UpstreamCo Financing Arrangements. (a) Prior to the Effective Time and pursuant to the Plan of Reorganization, (i) UpstreamCo or other member(s) of the UpstreamCo Group shall enter into one or more financing arrangements and agreements pursuant to which it or they shall borrow a principal amount of $[ ] (the “UpstreamCo Financing Arrangements”), (ii) UpstreamCo or such other member(s) of the UpstreamCo Group that entered into the UpstreamCo Financing Arrangements shall transfer all or a portion of the proceeds from the UpstreamCo Financing Arrangements to Parent or other member(s) of the Parent Group. (b) Parent and UpstreamCo agree to take all necessary actions to assure the full release and discharge of Parent and the other members of the Parent Group from all obligations pursuant to the UpstreamCo Financing Arrangements as of no later than the Effective Time. The parties agree that UpstreamCo or another member of the UpstreamCo Group, as the case may be, and not Parent or any member of the Parent Group, are and shall be responsible for all costs and expenses incurred in connection with the UpstreamCo Financing Arrangements. (c) Prior to the Effective Time, Parent and UpstreamCo shall cooperate in the preparation of all materials as may be necessary or advisable to execute the UpstreamCo Financing Arrangements.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Alcoa Upstream Corp), Separation and Distribution Agreement (Alcoa Upstream Corp)

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UpstreamCo Financing Arrangements. (a) Prior to the Effective Time and pursuant to the Plan of ReorganizationSeparation Step Plan, (i) UpstreamCo or other member(s) of the UpstreamCo Group shall enter into one or more financing arrangements and agreements pursuant to which it or they shall borrow a principal amount of $[ ] 1,250,000,000 (the “UpstreamCo Financing Arrangements”), and (ii) UpstreamCo or such other member(s) of the UpstreamCo Group that entered into the UpstreamCo Financing Arrangements shall transfer all or a portion of the proceeds from the UpstreamCo Financing Arrangements to Parent or other member(s) of the Parent GroupGroup in accordance with Schedule 2.14. (b) Parent and UpstreamCo agree to take all necessary actions to assure the full release and discharge of Parent and the other members of the Parent Group from all obligations pursuant to the UpstreamCo Financing Arrangements as of no later than the Effective Time. The parties agree that UpstreamCo or another member of the UpstreamCo Group, as the case may be, and not Parent or any member of the Parent Group, are and shall be responsible for all costs and expenses incurred in connection with the UpstreamCo Financing Arrangements. (c) Prior to the Effective Time, Parent and UpstreamCo shall cooperate in the preparation of all materials as may be necessary or advisable to execute the UpstreamCo Financing Arrangements.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Alcoa Corp)

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