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. Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of RemainCo and SpinCo will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, SpinCo and its Subsidiaries shall, as between the SpinCo Group and the RemainCo Group, be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo 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 SpinCo 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 RemainCo Group or the SpinCo Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, RemainCo and its Subsidiaries shall, as between the RemainCo Group and the SpinCo Group, be responsible for all RemainCo Liabilities, regardless of when or where such RemainCo 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 RemainCo 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 RemainCo Group or the SpinCo Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Each of RemainCo and SpinCo agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.
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. Section 2.1 General 11 Section 2.2 Transfer of Assets and Assumption of Liabilities 11 Section 2.3 Governmental Approvals; Consents 12 Section 2.4 Deferred Transfers 13 Section 2.5 Termination of Agreements 14 Section 2.6 Disclaimer of Representations and Warranties 14 ARTICLE III
The Separation. The Parties acknowledge that the Separation is intended to result in AbbVie owning the AbbVie Assets and assuming the AbbVie 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 AbbVie:
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. The Parties acknowledge that the Separation is intended to result in:
The Separation. On or prior to the Distribution Date:
