Internal Restructuring. Prior to consummating the Distribution, to the extent not already completed, each of Labcorp and Fortrea will, and will cause their Affiliates to, consummate the Internal Restructuring.
Internal Restructuring. At or prior to the Effective Time, the Parties shall complete the Internal Restructuring, except for such steps (if any) as KAR in its sole discretion shall have determined need not be completed or may be completed after the Effective Time.
Internal Restructuring. Prior to the Distribution, the Parties shall cause the steps outlined in the Plan of Restructuring, as outlined substantially in the form Exhibit B hereto, to be executed in all material respects.
Internal Restructuring. Entergy shall cause its Affiliates to take, prior to the Distribution Date, the Internal Restructuring, including the actions set forth on Schedule 1.02.
Internal Restructuring. As soon as reasonably practicable following the date hereof, MART shall cause MART to form separate Maryland business trusts (in form and substance agreed to or acceptable to Kimco) and to convey and contribute all of its right, title and interest in and to any and all real property owned of record by it, to such respective newly-formed business trusts in exchange for all of the outstanding shares of beneficial interest thereof. At least five business days prior to the Closing Date, MART shall contribute all of the beneficial interests in the newly-formed business trusts to MART LP. The actions described in this Section 7.14, in the aggregate, shall be hereinafter referred to as the "Restructuring."
Internal Restructuring. KLX and B/E acknowledge that one or more of the Tax Opinions and the Representation Letters or other Tax Materials in respect of the Internal Restructuring have not yet been obtained or submitted or may not have been so submitted or obtained in final form. KLX and B/E shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters or other Tax Materials for the Internal Restructuring as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, or other governmental authorities as B/E shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions in order to confirm the Intended Tax Treatment.
Internal Restructuring. Parent, Sub and the Company will each use their reasonable efforts to aid and permit the Company to achieve the Internal Restructuring, and in such regards Parent and Sub specifically agree that no representation, warranty, covenant or other agreement herein contained shall be breached to the extent the Internal Restructuring results in the acceleration of the payment of any indebtedness of the Company or any subsidiary thereof listed on Section 5.8 of the Company Disclosure Document (whether on account of the Internal Restructuring causing a default under any agreement or instrument relating to such indebtedness or otherwise) and that Sub shall, as the Surviving Corporation, be responsible for any such accelerated payment, including any penalty, premium or "make-whole" payment associated therewith listed on Section 5.8 of the Company Disclosure Document.
Internal Restructuring. (a) Seller shall use its reasonable best efforts to complete, as promptly as practicable and at Seller’s sole cost and expense, the Internal Restructuring in a manner that is substantially in accordance with Section 6.10
Internal Restructuring. Subject to the terms and conditions of the Master Transfer Agreement, prior to the date hereof, Autoliv completed the Restructuring such that as of the Restructuring Effective Time (i) all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Autoliv Assets were owned or held by the Autoliv Group, the Autoliv Business was conducted by the Autoliv Group and all of the Autoliv Liabilities were Assumed directly or indirectly by (or remained with) the Autoliv Group and (ii) Veoneer, directly or indirectly, owned the equity interests of all of the Transferred Entities, all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Veoneer Assets were owned or held by the Veoneer Group, the Veoneer Business was conducted by the Veoneer Group and all of the Veoneer Liabilities were Assumed directly or indirectly by (or remained with) the Veoneer Group.
Internal Restructuring. As of the Closing Date, the Internal Restructuring will be complete in all material respects, except as otherwise consented to by Buyer.
