Separation Step Plan definition
Examples of Separation Step Plan in a sentence
The Parties agree that the steps described in the Separation Step Plan shall be effected in the order and manner prescribed in the Separation Step Plan.
Parent shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Separation Transactions that is not covered by the Tax Opinions/Rulings or the Separation Step Plan.
Parent, EPC and SpinCo hereby adopt this Agreement (including the Separation Step Plan) as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations promulgated thereunder.
EPC hereby covenants and agrees to take such actions as directed by Parent pursuant to this Agreement (including the Separation Step Plan) in furtherance of the Separation, including effecting the First Contribution, the Internal Distribution and the other actions and transactions to be taken by it, in each case, in accordance with the Separation Step Plan.
SpinCo shall not take or fail to take, or cause or permit any of its Affiliates to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).
EQT agrees that it will not take or fail to take, or cause or permit any member of the EQT Group to take or fail to take, any action if such action or failure to act would or could reasonably be expected to adversely affect, jeopardize or prevent the Tax-Free Status, the Partnership Transactions Treatment, the 301 Distribution Treatment or the treatment of any Separation Transaction described in the Tax Opinions/Rulings (or if not so described in the Tax Opinions/Rulings, in the Separation Step Plan).
If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Step Plan, SpinCo shall not take any such action without the prior written consent of Parent (not to be unreasonably withheld); provided, that Parent shall be deemed to have consented to such action if Parent does not provide a written response to SpinCo’s written notice within thirty (30) days of delivery thereof.
The Parties acknowledge the importance of ensuring efficient cooperation and transparent communication between them with respect to the Separation and have thus agreed to form a cooperation committee to support, assist and monitor the execution of the Separation Step Plan (the “Separation Committee”).
Each party acknowledges that full separation of the Orion Business will not occur prior to or at Closing and agrees that failure to implement the Separation Step Plan, as amended, on or before Closing, to the extent so set forth therein, and to complete full separation insofar, shall not be construed in any way whatsoever as a non-satisfaction of a condition precedent to Closing and shall not prevent the parties from their obligation to effect the Closing as set forth in Article 4.3.
Parent, New LLC and the members of the Parent Group designated by B▇▇▇▇▇ (provided, for the avoidance of doubt, that any such designation must be consistent with the Separation Step Plan and the Intended Tax Treatment) shall accept and assume and agree faithfully to perform, discharge and fulfill, or succeed to, all of the Parent Liabilities held by SpinCo or any member of the SpinCo Group in accordance with their respective terms.