Common use of Sole and Absolute Discretion; Cooperation Clause in Contracts

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 34 contracts

Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)

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Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing herein shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 6 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Arconic Corp), Separation and Distribution Agreement (Arconic Rolled Products Corp)

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the External Distribution, including the form, structure and terms of any transaction(s) and/or or offering(s) to effect the External Distribution and the timing and conditions to the consummation of the External Distribution. In addition, Parent may, at any time and from time to time until the consummation of the External Distribution, modify or change the terms of the External Distribution, including by accelerating or delaying the timing of the consummation of all or part of the External Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the External Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 5 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (EQT Corp), Separation and Distribution Agreement (Equitrans Midstream Corp)

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) transactions and/or offering(s) offerings to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (MYnd Analytics, Inc.), Separation and Distribution Agreement (Telemynd, Inc.), Separation and Distribution Agreement (MYnd Analytics, Inc.)

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing herein shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (International Paper Co /New/), Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (Sylvamo Corp)

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Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or not to complete the Distribution as set forth in Article IX or or, prior to the Distribution, alter the consequences of any such termination from those specified in Article IX.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (CNX Resources Corp), Separation and Distribution Agreement (CNX Resources Corp), Separation and Distribution Agreement (CONSOL Mining Corp)

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, Distribution including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC)

Sole and Absolute Discretion; Cooperation. (a) Parent shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Parent may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Parent’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Inpixon)

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