Business Separation. On the terms and subject to the conditions set forth in this Agreement, prior to the Distribution (but subject to Section 5.2 with respect to Unreleased Liabilities and Section 5.3 with respect to Deferred Transfer Assets and Deferred Transferred Liabilities), the transactions set forth in this Section 2.1 (collectively, the “Business Separation”) shall take place in the order provided below:
Business Separation. Subject to Section 3.3, prior to the Closing and in order to facilitate the sale of the Business, (a) Parent will cause each applicable Purchased Company to assign, transfer, convey and deliver to Parent or a Subsidiary of Parent (other than a Purchased Company) the assets, properties and rights described on Exhibit 1.6(a) (the “Separation Assets”), and Parent will accept from such Purchased Company, or will cause the applicable Subsidiary of Parent to accept from such Purchased Company, all such respective right, title and interest in and to any and all of such Separation Assets and (b) Parent will cause each applicable Purchased Company to assign, transfer, convey and deliver to Parent or a Subsidiary of Parent (other than a Purchased Company) the Liabilities described on Exhibit 1.6(b) (the “Separation Liabilities”), and Parent will assume, perform and fulfill when due, or will cause the applicable Subsidiary of Parent to assume, perform and fulfill when due, any and all of such Separation Liabilities. The Parties acknowledge and agree that the consummation of the transactions contemplated by this Section 1.6 will be subject to, and effective immediately prior to the occurrence of, the Closing.
Business Separation. (a) On or prior to the Spin-Off Date, Geo Point Utah and Geo Point Nevada shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery, license or other transfer or conveyance to Geo Point Nevada of all right, title and interest in and to Geo Point Nevada assets and liabilities held by Geo Point Utah described in Exhibit A (collectively, the “Geo Point Nevada Assets”).
Business Separation. The transfer of Geo Point Nevada Assets to Geo Point Nevada shall have been effected and all of the conditions to the Dividend set forth in Article IV;
Business Separation. (a) Prior to the date and time at which the Merger is consummated (the "Merger Date"), Centex shall grant, assign, contribute, convey, transfer and deliver to Cavco all intellectual property rights that are identified in the Intellectual Property Agreement as being transferred to Cavco (the "Transferred Intellectual Property").
Business Separation. Subject to the terms and conditions of this Agreement, Xxxx Xxx and the CoffeeCo Parties has or shall take the following actions:
Business Separation. (a) On or prior to the Distribution Date, Verizon shall cause the consummation of the Preliminary Restructuring. In connection with the Prelimianry Restructuring, Spinco shall assume or cause to be assumed, and thereafter timely pay, perform and discharge, or cause to be paid, performed and discharged, all of the Spinco Liabilities, regardless of whether arising from or alleged to arise from the negligence, recklessness, strict liability, violation of law by or of any member of the Spinco Group or any member of the Verizon Group or any of their respective Representatives or Affiliates.
Business Separation. On the terms and subject to the conditions set forth in this Agreement, prior to the Exchange Closing, the Company shall, and shall cause BIMI Sub and each other subsidiary of the Company to, effect each of the transactions set forth in this Article III of this Agreement, which transactions (collectively, the “Business Separation”) shall take place as provided below.
Business Separation. (a) In connection with the transactions contemplated hereby, the parties shall, and shall cause each of their respective Subsidiaries to, as applicable, take all such actions as are necessary to cause, effect and consummate the transactions contemplated by the Contribution Agreements.
Business Separation. The Parties undertake to make commercially reasonable efforts for the Business Separation to be completed in the shortest possible period after the Effective Spin-off Date. Without prejudice to any other acts and measures necessary and/or convenient for Business Separation, the Parties undertake to implement all acts provided for in this Clause 5.
