Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing. (b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets"). (c) The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary Agreements." (d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.
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Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's ’s right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% also set forth a list of each of the managed care Contracts used in the Business current operating outpatient rehabilitation clinics that to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to will be transferred or assigned to owned by the Company or the Division Entities immediately after the Closing (or replaced by equivalent Contracts) prior to the Closing“Going Clinics”), and shall include a listing of the legal entity that owns each such Going Clinic.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of the Business, all of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "“Excluded Assets"”). Section 2.4(b) of the Disclosure Letter shall also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to as the “Staying Clinics.
” Buyer and Seller agree that any liabilities or obligations of the Company or any Division Entity that relate to the Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a Subsidiary of Seller (cother than the Company or its Subsidiaries) prior to the Effective Time, and that the Company and the Division Entities shall be released from any obligation relating to such liabilities as of the Effective Time and indemnified by Seller from and against such liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "“Restructuring Transactions" ,” and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "“Restructuring Agreements." ” Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary Agreements."
(d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.“Ancillary
Appears in 1 contract
Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of the Business, all of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets").
. Any liabilities or obligations of the Company or any Division Entity that relate to any Excluded Asset shall also be transferred to and assumed by Seller or a Subsidiary of Seller (cother than the Company or a Division Entity) prior to the Closing, and shall constitute Excluded Liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and ".
(c) Prior to the agreements Closing, Seller shall provide to effectuate Buyer evidence reasonably satisfactory to Buyer that the Restructuring Transactions shall be referred have been completed and copies of all agreements, instruments, certificates and other documents relating to herein as the Restructuring Transactions (the "Restructuring Agreements." TogetherDocuments"). As soon as practicable after the date hereof, and in any event at least 30 days prior to the Transition Agreement anticipated Closing Date, Seller shall meet and confer with Buyer and discuss the manner in which Seller would propose to effect the Restructuring Agreements are referred Transactions and, upon the reasonable request of Buyer, Seller shall take such actions to herein effect the Restructuring Transactions as Buyer may reasonably request so long as (x) such actions, if implemented as of the "Ancillary AgreementsClosing, would have no cost or liability to Seller or any of its Affiliates or (y) Buyer reimburses Seller for any costs or liabilities incurred by Seller or any of its Affiliates as a result of such requested action."
(d) To the extent any property, asset, asset or Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permitconsent. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, assets and Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, assets and Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder.
(e) If, after the Closing, Seller or its Affiliates receives any payment in connection with the Business, Seller shall notify Buyer and cause such payment to be remitted to the Company promptly after receipt thereof by Seller or its Affiliate. For If, after the avoidance of doubtClosing, Buyer, the obligations contained Company or any Division Entity receives any payment that is not in this Section 2.4(d) are additional connection with the Business and rightfully belongs to Seller’s other obligations hereunderSeller or its Affiliates, Buyer shall notify Seller and nothing in this Section 2.4(d) shall serve cause such payment to relieve be remitted to Seller of any other obligation promptly after receipt thereof by Buyer, the Company or liability under this Agreementthe Division Entity.
Appears in 1 contract
Restructuring Transactions. (ai) Prior In accordance with the plan of restructuring previously approved by the Board of Directors and stockholders of Z-D, prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate date hereof Z-D has sold all of the transactions businesses listed in on Section 2.4(a3.2(r) of the Z-D Disclosure Letter Schedule (the "Divested Businesses"). Set forth on Section 3.2(r) of the Z-D Disclosure Schedule is a list of all agreements, arrangements and understandings to which Z-D or any of its Subsidiaries is a party or pursuant to which they may have any obligations or liabilities (whether absolute, contingent or otherwise and whether or not required to be set forth or reflected in order to transfer and convey a consolidated balance sheet of Z-D prepared in accordance with GAAP) relating to the Company Divested Businesses or the Division Entities all sale thereof other than obligations or liabilities against which Z-D is indemnified by the buyer thereof (the "Divestiture Agreements"). Z-D has provided to CNET true and correct copies of Seller's right, title the Divestiture Agreements. All of the Divestiture Agreements are in full force and interest in effect and to (i) the equity interests are unmodified. Except for obligations and liabilities arising under or described in the Division Entities held Divestiture Agreements, neither Z-D nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, contingent or otherwise and whether or not required to be set forth or reflected in a consolidated balance sheet of Z-D prepared in accordance with GAAP) arising out of or relating to the Divested Businesses or their respective businesses, assets, liabilities or obligations or the sale thereof other than obligations or liabilities against which Z-D is indemnified by Seller the buyer thereof. Except as set forth in Section 3.2(r) of the Z-D Disclosure Schedule, no claims have been asserted or threatened against Z-D or any of its Subsidiaries under any of the Divestiture Agreements (including, without limitation, any claims in respect of a breach of any term of any such agreement or for any indemnification provided by Z-D or any of its Subsidiaries in any Divestiture Agreement) nor to the knowledge of Z-D is there any basis for any such claim, in each case other than immaterial claims arising following the date hereof and prior to the Effective Time.
(ii) Except as disclosed in the Spin Co. S-1 as filed with the SEC prior to the date hereof, (A) Spin Co. and its Subsidiaries do not own or have any rights to use any properties, assets or other rights used in the conduct of the business of Z-D or any of Z-D's Subsidiaries (other than Spin Co. and Spin Co.'s Subsidiaries), (B) there are no agreements, arrangements, understandings or other transactions between Spin Co. or any of its Subsidiaries, on the one hand, and Z-D and any of its Subsidiaries (other than Spin Co. and its Subsidiaries) on the other and (C) since December 31, 1999 no officer or key employee of Z-D or any of its Subsidiaries (other than Spin Co. and its Subsidiaries) has transferred to, or otherwise become an employee or consultant of, Spin Co. or any of its Subsidiaries. The assets of Spin Co. and its Subsidiaries consist entirely of (i) assets reflected as "Net assets of discontinued operations" on the Company or a Division Entityconsolidated balance sheets of Z-D included in the Z-D Filed SEC Reports (the "Z-D Financial Statements") and (ii) such assets acquired by Spin Co. and its Subsidiaries after the date of the Z-D Financial Statements. Since the date of the Z-D Financial Statements, neither Z-D nor any of its Subsidiaries (other than Spin Co. and its Subsidiaries) has transferred any assets or other rights to Spin Co. and its Subsidiaries except cash transfers prior to the date hereof that are fully reflected in the net inter-company payable from Spin Co. and its Subsidiaries to Z-D. Z-D and its Subsidiaries (other than Spin Co. and its Subsidiaries) do not have any liabilities or other obligations (whether absolute, contingent or otherwise and whether or not required to be set forth in or reflected on a balance sheet prepared in accordance with GAAP) arising out of or relating to Spin Co. or its Subsidiaries or their respective properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other activities other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged those to be expressly provided for in the conduct of the Business Distribution Agreement (as defined below) and (ii) such other properties, assets those for which Spin Co. will indemnify Z-D and Contracts that are not used in the conduct of the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets").
(c) The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary Agreements."
(d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed its Subsidiaries pursuant to the Restructuring Transactions or Distribution Agreement. For all purposes of this Agreement, the transactions contemplated by this Agreement Subsidiaries of Spin Co. will include those entities being transferred to Spin Co. pursuant to the Distribution Agreement. All outstanding indebtedness of Spin Co. and its Subsidiaries (including the $150,000,000 interim debt facility) is not assignable or transferable without the consent of any Person non-recourse to Z-D and its Subsidiaries (other than Seller, Buyer or any Spin Co. and its Subsidiaries). The Preliminary Spin-Off Prospectus included as part of their respective Affiliates, and such consent shall not have been given the Spin Co. S-1 as filed with the SEC prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer date hereof accurately describes in all material respects Z-D's current plans with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed respect to the Company or Spin-Off and the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.Cash
Appears in 1 contract
Sources: Merger Agreement (Cnet Networks Inc)
Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to [Washington DC #361873 v9] 8 Seller’s Knowledge are in full force and effect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing.
(b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets").
(c) The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary Agreements."
(d) To the extent any property, asset, Contract or Permit that is required to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement is not assignable or transferable without the consent of any Person other than Seller, Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (i) relieve Seller of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to the Company or the Division Entities pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller or a Subsidiary of Seller (other than the Company or the Division Entities) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, the obligations contained in this Section 2.4(d) are additional to Seller’s other obligations hereunder, and nothing in this Section 2.4(d) shall serve to relieve Seller of any other obligation or liability under this Agreement.
Appears in 1 contract