Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.
Appears in 19 contracts
Samples: Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (Gannett SpinCo, Inc.), Separation and Distribution Agreement (Embecta Corp.)
Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the External Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Equitrans Midstream Corp), Separation and Distribution Agreement (EQT Corp), Separation and Distribution Agreement (Equitrans Midstream Corp)
Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.ARTICLE V.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Aaron's SpinCo, Inc.), Separation and Distribution Agreement (PROG Holdings, Inc.), Separation and Distribution Agreement (Aaron's SpinCo, Inc.)
Inducement. Each of SpinCo and Parent acknowledges and agrees that Parentthe other’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s its covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s its assumption or retention of the SpinCo Liabilities or the Parent Liabilities, as applicable, pursuant to the Separation and the provisions of this Agreement and SpinCo’s its covenants and agreements contained in Article IV.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (International Paper Co /New/)
Inducement. SpinCo acknowledges and agrees that ParentParentCo’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s ’ covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s ’ assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s ’ covenants and agreements contained in Article IV.V.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD), Separation and Distribution Agreement (China Index Holdings LTD)
Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution Transactions has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IVV and Article VI.
Appears in 2 contracts
Samples: Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement (Bausch & Lomb Corp)
