The Separation. Each of Greatbatch and Nuvectra will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets, the assumption of Liabilities, and the Internal Transactions, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, the Nuvectra Group will, as between the Nuvectra Group and the Greatbatch Group, be responsible for all Nuvectra Liabilities, regardless of when or where such Nuvectra Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Nuvectra Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the Greatbatch Group or the Nuvectra Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, Greatbatch and the Greatbatch Group will, as between the Greatbatch Group and the Nuvectra Group, be responsible for all Greatbatch Liabilities, regardless of when or where such Greatbatch Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such Greatbatch Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the Greatbatch Group or the Nuvectra Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Each of Greatbatch and Nuvectra agrees on behalf of itself and each of its Subsidiaries and Affiliates as of the Distribution Time that the provisions of the Tax Matters Agreement shall exclusively govern the allocation of Tax Items (as defined in the Tax Matters Agreement).
The Separation. The Parties acknowledge that the Separation is intended to result in Baxalta owning the Baxalta Assets and assuming the Baxalta Liabilities as set forth below in this Article II and in the applicable Ancillary Agreements. Subject to Sections 2.03, 2.04 and 2.05, on or prior to the Distribution Date, in accordance with the plan of Separation for Baxalta:
The Separation. At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:
The Separation. Upon the terms and subject to the conditions of this Agreement, on or before the Distribution Date and following the consummation of the transactions to be taken pursuant to Section 3.01, Ralcorp and Post shall take the following actions:
The Separation. Section 2.1 General 19 Section 2.2 Transfer of Assets 19 Section 2.3 Assumption and Satisfaction of Liabilities 20 Section 2.4 Intercompany Accounts 20 Section 2.5 Limitation of Liability 21
The Separation. On the date hereof and subject to the satisfaction or waiver of the conditions set forth in Section 3.9, the Parties shall effect the Separation by consummating the Exchange, the Forced Sale, the Contribution and the First Distribution in the order, on the terms, and subject to the conditions, set forth in this Article II.
The Separation. Upon the terms and subject to the conditions contained in this Agreement and the Letter Ruling, and the facts and representations submitted to the Internal Revenue Service, Parent and the Company shall effect on or before the Distribution Date the corporate reorganization transactions set forth in the Letter Ruling as part of one overall integrated plan, the effect of which is intended to be (a) the satisfaction of the requirement that the Company and Parent each be engaged in the "active conduct of a trade or business" (as defined in the Code) in order for the Distribution to qualify as a tax-free distribution pursuant to Section 355 of the Code and (b) the tax-free distribution pursuant to Section 355 of the Code by Parent to Parent's stockholders of all of the Company Common Stock.
The Separation. Section 2.1 Restructuring 10 Section 2.2 Transfer of Rightside Assets and Rightside Business; Assumption of Rightside Liabilities 10 Section 2.3 Third-Party Consents and Government Approvals 10 Section 2.4 Further Actions 11 Section 2.5 Restructuring Documents 11 Section 2.6 Certain Licenses and Permits 11 ARTICLE III.
The Separation. On or prior to the Distribution Date:
The Separation. Subject to the terms and conditions of this Agreement, at the Separation Time, U S WEST shall cause the following transactions to occur (collectively, the "SEPARATION"):