Separation and Distribution Sample Clauses

Separation and Distribution. The Separation, including the Transfer of Assets and Assumption of Liabilities contemplated by, as applicable, the Separation Agreement, the Employee Matters Agreement, the Real Estate Matters Agreement and the other relevant Transaction Documents to occur prior to the Closing, shall have been consummated in all material respects in accordance with and subject to the terms of the Separation Agreement, the Employee Matters Agreement, the Intellectual Property License Agreement, the Real Estate Matters Agreement and the other relevant Transaction Documents. The Spinco Contribution and the Distribution shall have been consummated in accordance with the terms of the Separation Agreement. The IP License and Technology Agreements, the Rhode Island VLT JV Interest Management Contract, the Rhode Island VLT System Subcontract and the Transition Services Agreement shall have been executed and delivered by the parties (other than Merger Partner or Merger Sub) thereto.

Separation and Distribution. (a) Prior to the Closing but following the Holdco Reorganization, the Company shall, and shall cause Spinco to, enter into the Separation and Distribution Agreement and the Specified Ancillary Agreements and, subject to the terms and conditions thereof, use its reasonable best efforts to cause the Separation and the Distribution to be consummated in all material respects in accordance with the terms thereof. The Company shall notify Buyer reasonably promptly following any decision to give notice of a Specified Amount Reduction pursuant to Section 2.15(a) of the Separation and Distribution Agreement. Notwithstanding any other provision hereof, the Company shall have no obligation to make a Specified Amount Reduction, and any such decision shall be in the Company’s sole discretion. (b) Notwithstanding anything herein or in the Separation and Distribution Agreement (including on the schedules, annexes and exhibits thereto) to the contrary (except as set forth in Item 1 of Schedule 1.4(d) of the Separation and Distribution Agreement), without Buyer’s consent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not, directly or indirectly, (i) modify, amend, alter or otherwise change in any manner the allocation or assignment of Content or Content IP set forth in the Separation and Distribution Agreement (including on the schedules, annexes and exhibits thereto) as between the Retained Entities, on the one hand, and the Spinco Entities, on the other hand or (ii) enter into, modify, amend, alter or otherwise change in any manner the terms of any Commercial Agreement (as defined in the Separation and Distribution Agreement) or any arrangement pursuant to the Transition Services Agreement involving the licensing of, or other granting of rights to, Content or Content IP to any of the Spinco Entities, in each case of (i) and (ii), other than modifications, amendments, alterations or changes that are (A) immaterial in nature and (B) reasonably necessary to effect the Separation and Distribution.

Separation and Distribution. The Separation and Distribution shall have been consummated in all material respects in accordance with the principal terms of the Separation and Distribution Agreement.

Separation and Distribution. The Company shall use commercially reasonable efforts to consummate the Separation and Distribution as soon as practicable following the date of the Original Agreement. The Company shall consult with the Required Investors’ as to proposed material changes to the Form 10 and the Separation Agreement from the drafts of such documents attached hereto; provided, that such consultation shall not imply any requirement on the Company to incorporate any comments from the Required Investors as to any such changes (without limiting the conditions in Sections 5.1(f) and 5.1(g)).

Separation and Distribution. The Separation and Distribution was consummated as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that each such entity is a party thereto, had the legal right and power to enter into each of the Separation and Distribution Documents. The Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that each such entity is a party thereto, have duly authorized, executed and delivered each of the Separation and Distribution Documents. Each Separation and Distribution Document has been filed as an exhibit to the Registration Statement (to the extent that it is required to be so filed) and each of the Separation and Distribution Documents constitutes a legally valid and binding obligation of the Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that each such entity is a party thereto, enforceable against each of them that is a party thereto in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company has delivered to the Representatives a true and correct copy of each of the executed Separation and Distribution Documents, together with all related agreements and all schedules and exhibits thereto. There have been no amendments, alterations, modifications or waivers of any of the provisions of any of the Separation and Distribution Documents since their date of execution, and to the Company’s knowledge, there exists no event or condition that would constitute a default or event of default under any of the Separation and Distribution Documents.

Separation and Distribution. The transactions contemplated by the Separation and Distribution Agreement shall have been consummated in a manner and form as set forth in the Separation and Distribution Agreement attached hereto as Exhibit C, and the Distribution shall have been completed.

Separation and Distribution. Agreement dated March 1, 1997 between Odetics and ATL (incorporated by reference to Exhibit 10.13 to Odetics' Annual Report on Form 10-K for the year ended March 31, 1997).

Separation and Distribution. The Advisor, to the extent that it is a party thereto, had the legal right and power to enter into each of the Separation and Distribution Documents. The Advisor, to the extent that it is a party thereto, has duly authorized, executed and delivered each of the Separation and Distribution Documents. Each of the Separation and Distribution Documents constitutes a legally valid and binding obligation of the Advisor, to the extent it is a party thereto, enforceable against the Advisor in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law.

Separation and Distribution