Operations of SpinCo Sample Clauses

Operations of SpinCo. Prior to the Distribution Effective Time, and except with respect to Parent’s Financial Instruments, which shall be subject to Section 2.03, Parent shall cause SpinCo and each member of the SpinCo Group, from and after the formation thereof, to, and prior to the Merger Effective Time SpinCo shall and shall cause each member of the SpinCo Group, from and after the formation thereof, to, not be an obligor or guarantor under, or otherwise be subject to, any indebtedness, or to conduct any operations or own any assets other than ownership of equity of the other members of the SpinCo Group and the JV Group, or otherwise acquire or dispose of any other assets or entities (other than in connection with the Internal Restructuring and other assets incidental to their status as holding companies of equity of the other members of the SpinCo Group and the JV Group).
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Operations of SpinCo. Spinco is an indirect, wholly-owned Subsidiary of TWDC, that at the time of the Distribution will own, directly or indirectly, the Business Assets and will have assumed, directly or indirectly, the Business Liabilities, all as provided in the Separation Agreement.
Sample 1Sample 2
Operations of SpinCo. Spinco is a direct, wholly-owned Subsidiary of IP and shall remain a direct wholly-owned Subsidiary of IP until the Distribution.
Sample 1Sample 2
Operations of SpinCo. Prior to the Distribution Effective Time, and except with respect to Parent’s Financial Instruments, which shall be subject to Section 2.03, Parent shall cause SpinCo and each member of the SpinCo Group, from and after the formation thereof, to, and prior to the Merger Effective Time SpinCo shall and shall cause each member of the SpinCo Group, from and after the formation thereof, to, not be an obligor or guarantor under, or otherwise be subject to, any indebtedness, or to conduct any operations or own any assets other than ownership of equity of the other members of the SpinCo Group and the JV Group, or otherwise acquire or dispose of any other assets or entities (other than in connection with the Internal Restructuring and other assets incidental to their status as holding companies of equity of the other members of the SpinCo Group and the JV Group). The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.
Sample 1

Related to Operations of SpinCo

  • Operations of Sub Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Interim Operations of Sub Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

  • Management and Operations of Business 30 Section 7.1 Management .............................................................. 30 Section 7.2 Certificate of Limited Partnership ...................................... 34 Section 7.3 Restrictions on General Partner's Authority ............................. 34 (i) 3 Section 7.4 Reimbursement of the Crescent Group ..................................... 35 Section 7.5 Outside Activities of the Crescent Group ................................ 35 Section 7.6 Contracts with Affiliates ............................................... 36 Section 7.7 Indemnification ......................................................... 36 Section 7.8 Liability of the General Partner ........................................ 39 Section 7.9 Other Matters Concerning the General Partner ............................ 39 Section 7.10 Title to Partnership Assets ............................................ 40 Section 7.11 Reliance by Third Parties .............................................. 40 Section 7.12 Limited Partner Representatives ........................................ 41

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Performance of Obligations of Company Company shall have performed and complied with all of its obligations under this Agreement in all material respects at or prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Company by the Chief Financial Officer and Chief Operating Officer of Company to such effect.

Time is Money Join Law Insider Premium to draft better contracts faster.