Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. Subject to Section 3.4, the obligation of Xxxxxxx to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Xxxxxxx, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Xxxxxxx Board. Any determination made by Xxxxxxx prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx and shall not give rise to or create any duty on the part of Xxxxxxx or the Xxxxxxx Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Danaher Corp /De/)

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Conditions to Distribution. Subject to Section 3.44.3, the obligation of Xxxxxxx IP RemainCo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by XxxxxxxIP RemainCo, in its sole and absolute discretion, of the following conditions. None of Veralto, Product SpinCo or any other member of the Veralto Group, Product SpinCo Group with respect to the Distribution or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Xxxxxxx Board. Any determination made by Xxxxxxx IP RemainCo prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.4 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of Xxxxxxx IP RemainCo and shall not give rise to or create any duty on the part of Xxxxxxx IP RemainCo or the Xxxxxxx Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)

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