Separation Transactions. 1. NRF contributes its 5.1% ownership interest in Trias Holdings-T(US), LLC and its 5.1% ownership interest in Prime Holdings-T(US), LLC to NRF Operating Partnership pursuant to the contribution agreement included in Annex II to the Contribution Agreement.
Separation Transactions. On or prior to the Distribution Date, ALTISOURCE shall, and shall cause AAMC and each other Subsidiary and controlled Affiliate of ALTISOURCE to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as ALTISOURCE shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. As of the Transaction Closing Date:
Separation Transactions. The separation transactions shall be as specified in the Private Letter Ruling Request. In the case of any inconsistency between this Schedule and the Private Letter Ruling Request, this Schedule shall be deemed amended to conform to the description of the separation transactions as set forth in the Private letter Ruling Request. The parties will cause the following miscellaneous asset transfers to occur:
Separation Transactions. Promptly following the execution of this Agreement, the Parties shall engage in and effectuate the Separation Transactions in accordance with this Agreement, including the Distribution Steps Plan attached hereto as Exhibit D (the “Distribution Steps Plan”). The Parties acknowledge that the Separation Transactions are intended to result in the iStar Group retaining the Excluded Assets and the Excluded Liabilities and the SpinCo Group owning the Transferred Assets and assuming the Assumed Liabilities. For the avoidance of doubt, to the extent a specific aspect of the Separation Transactions is expressly depicted by the Distribution Steps Plan, the Distribution Steps Plan shall take precedence in the event of any conflict between the terms of this Article II and the Distribution Steps Plan, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Distribution Effective Time shall be deemed to have been made prior to the Distribution Effective Time consistent with the Distribution Steps Plan. Upon the terms and subject to the conditions set forth in this Agreement:
Separation Transactions. The Separation Transactions and the other transactions contemplated by the Transaction Documents to have occurred as of such Closing Date shall have been consummated in accordance with the terms of the Transaction Documents, as described in the Registration Statement, the General Disclosure Package and the Final Prospectus.
Separation Transactions. (a) ALC and its subsidiaries will acquire each of the EHSI Assisted Living Facilities (excluding any land component subject to transfer restrictions (the “Excluded Land”)) from certain direct and indirect subsidiaries of EHSI in exchange for a note in an amount equal to the fair market value of such facility (the “Facilities Purchase”).
Separation Transactions. On or prior to the Distribution Date, NorthStar Realty shall, and shall cause NSAM and each Subsidiary and controlled Affiliate of NorthStar Realty to, effect each of the transactions and Transfers set forth on Schedule I, which transactions and Transfers shall be accomplished substantially in the order described on and subject to the limitations set forth on Schedule I, in each case, with such modifications, if any, as NorthStar Realty shall determine are necessary or desirable for efficiency or similar purposes.
Separation Transactions. Prior to the Distribution, Xxxxxxxx-Xxxxx shall use commercially reasonable efforts to, and shall cause Halyard and each other Subsidiary of Xxxxxxxx-Xxxxx to use commercially reasonable efforts to, effect each of the transactions set forth in Schedule 2.1, which transactions shall be accomplished substantially in the order and utilizing the steps described therein, with such modifications, if any, as Xxxxxxxx-Xxxxx shall determine in its sole discretion are necessary or desirable for efficiency or similar purposes. For the avoidance of doubt, some or all of such transactions and the transactions contemplated under this Article II, may have already been implemented prior to the date hereof.
Separation Transactions. On or prior to the Distribution Date, STWD shall, and shall cause SWAY and each other Subsidiary and controlled Affiliate of STWD to, effect each of the transactions set forth in Section 2.1 of the Disclosure Schedule, which transactions shall be accomplished substantially in the order described on and subject to the limitations set forth in Section 2.1 of the Disclosure Schedule, in each case, with such modifications, if any, as STWD shall determine are necessary or desirable for efficiency or similar purposes.
