Common use of Corporate Restructuring Transactions Clause in Contracts

Corporate Restructuring Transactions. Each of Vencor and ------------------------------------ Healthcare Company shall, and shall cause each of their respective Subsidiaries to, as applicable, tace such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with the terms and provisions set forth in Exhibit A hereto. Each of Vencor and --------- Healthcare Company hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided, however, that such modification, supplement or elimination is -------- ------- determined to be necessary or appropriate (a) to separate and divide Vencor so that (i) the Real Estate Business shall be owned directly or indirectly by Vencor, and (ii) the Healthcare Business shall be owned directly or indirectly by Healthcare Company, or (b) to distribute the outstanding Healthcare Company Common Stock pursuant to the Distribution.

Corporate Restructuring Transactions. Each of Vencor and ------------------------------------ Healthcare Company shall, and shall cause each of their respective Subsidiaries to, as applicable, tace take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with the terms and provisions set forth in Exhibit A hereto. Each of Vencor and --------- Healthcare Company hereby agrees that any one or more of the Corporate Restructuring Transactions may be modified, supplemented or eliminated; provided, however, that such modification, supplement or elimination is -------- ------- determined to be necessary or appropriate (a) to separate and divide Vencor so that (i) the Real Estate Business shall be owned directly or indirectly by Vencor, and (ii) the Healthcare Business shall be owned directly or indirectly by Healthcare Company, or (b) to distribute the outstanding Healthcare Company Common Stock pursuant to the Distribution.. A-8