SpinCo Assets. For purposes of this Agreement, “SpinCo Assets” shall mean:
SpinCo Assets. (a) For purposes of this Agreement, “
SpinCo Assets. Except as otherwise provided in the Tax Matters Agreement, for purposes of this Agreement, “SpinCo Assets” shall mean, as of the date of determination, all Assets of either Party or the members of such Party’s Group that relate primarily to the SpinCo Business, including without limitation:
SpinCo Assets. Moon shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to SpinCo or one or more of SpinCo’s Subsidiaries designated by SpinCo, and SpinCo or such Subsidiaries shall accept from Moon and Moon’s applicable Subsidiaries, all of Moon’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all SpinCo Assets (in the case of the Moon Trademarks and all other SpinCo IP, subject to, and in accordance with, the terms and conditions of the Intellectual Property Matters Agreement and Trademark License Agreement);
SpinCo Assets. Plains or such other member of the Plains Group hereby assigns and transfers to Spinco all of its right, title and interest in and to the Spinco Assets. For federal income tax purposes, the transfer of the Spinco Assets held directly by Xxxxxxx Inc. will be deemed a liquidating distribution to Plains and a subsequent contribution from Plains to Spinco.
SpinCo Assets. The Company shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to SpinCo and/or one or more of its Subsidiaries designated by SpinCo, and SpinCo and/or one or more of its Subsidiaries designated by SpinCo, shall accept from the Company and the Company’s applicable Subsidiaries, all of the Company’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all SpinCo Assets;
SpinCo Assets. Remainco shall Transfer (or will cause each of its applicable Subsidiaries to Transfer) to Spinco or the applicable member(s) of the Spinco Group (which shall accept) all of Remainco’s and its applicable Subsidiaries’ respective right, title and interest in and to all Spinco Assets;
SpinCo Assets. The Company shall cause the Contributing Subsidiary to assign, transfer and convey to SpinCo or one or more of SpinCo’s Subsidiaries designated by SpinCo, and SpinCo or such Subsidiaries, as applicable, shall accept from the Contributing Subsidiary, all of the Contributing Subsidiary’s direct or indirect right, title and interest in and to the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Directly Transferred Entity or a direct or indirect Subsidiary of a Directly Transferred Entity, such SpinCo Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the Equity Interests in such Directly Transferred Entity from the Company or the applicable members of the Company Group to SpinCo or the applicable member of the SpinCo Group as designated by SpinCo (“SpinCo Designee”));
SpinCo Assets. For purposes of this Agreement, subject to Section 1.05(b) with respect to the exclusions set forth therein, Section 1.07 with respect to maintenance, replacement and additional Assets for the period from (and excluding) the Lockbox Date to the Spin-Off Effective Time, Section 1.08 with
SpinCo Assets. Immediately prior to the Effective Time, the only assets of SpinCo shall consist of the Premier USA Ownership Interests.
