SpinCo Obligations Clause Samples

SpinCo Obligations. Effective as of the Employee Transfer Date, RemainCo hereby assigns to SpinCo, and SpinCo hereby accepts such assignment and assumes, RemainCo’s rights and obligations arising under the retention, severance and/or employment agreements described in Schedule 10.1(a), and SpinCo agrees to honor the terms and conditions of those agreements applicable to SpinCo as a successor under the terms of such agreements. Except for SpinCo’s assumption of the retention, severance and/or employment agreements as described above, the terms of the retention agreements shall in all other respects be unaffected. The Parties agree that the SpinCo Employees who are covered by retention, severance and/or employment agreements described above are express beneficiaries of this Section 10.1(a).

SpinCo Obligations. Where Section 2.4(a) of the Separation Agreement applies in respect of any Company Group Client Contract that is an Excluded Asset (such Client Contracts, the “Excluded Client Contracts”), then for each such Excluded Client Contract for the period from the Closing Date to the earlier to occur of (x) the obtaining of the relevant Approval or Notification and (y) the termination or expiration of the applicable Excluded Client Contract (the “Company Business Transition Period”), subject to the terms and conditions of this Agreement and the other Transaction Documents and save as otherwise agreed by the Parties pursuant to Section 2.4(a) of the Separation Agreement, SpinCo shall: (A) undertake any mutually agreeable, commercially reasonable and lawful arrangement designed to provide to the Company the benefits (including the exercise of SpinCo’s or its applicable Affiliates’ rights) under, or with respect to, any applicable Excluded Client Contract held by SpinCo or any of its Affiliates; (B) hold all monies paid to SpinCo or any of its Affiliates in respect of any applicable Excluded Client Contract then held by SpinCo or any of its Affiliates in trust for the account of the Company; (C) promptly remit all money received pursuant to clause (B) above to the Company; and (D) exercise its legal rights to manage and perform under the applicable Excluded Client Contracts as reasonably and lawfully directed by the Company and at the expense and for the account of the Company.

SpinCo Obligations. Effective as of the Employee Transfer Date, RemainCo hereby assigns to SpinCo, and SpinCo hereby accepts such assignment and assumes, RemainCo’s rights and obligations arising under the employment, severance, change-in-control, retention and similar agreements listed on Schedule 10.1(a)(i) (the “SpinCo Obligations”), and SpinCo agrees to honor the terms and conditions of those agreements applicable to SpinCo as a successor under the terms of such agreements. Except for SpinCo’s assumption of such agreements as described above, the terms of such agreements shall in all other respects be unaffected. The Parties agree that the SpinCo Employees who are covered by the employment, severance, change-in-control, retention and similar agreements described above are express beneficiaries of this Section 10.1(a). To the extent any of the SpinCo Obligations are paid by RemainCo, SpinCo shall promptly reimburse RemainCo for all such payments made pursuant to the agreements listed on Schedule 10.1(a)(ii), including RemainCo’s share of the related payroll taxes, but in no event later than 30 days following SpinCo’s receipt of RemainCo’s written notice of such payments.

SpinCo Obligations. Spinco shall, and shall cause its Affiliates to: (a) purchase any and all Private Brand Products solely and exclusively from Harbor and from no other source (other than as expressly permitted under this Agreement); (b) market, sell or otherwise distribute Private Brand Products solely to licensed veterinary practitioners and animal health clinics and use commercially reasonable efforts, including the discontinuance of sales to a particular customer or customers, to ensure customers are purchasing Private Brand Products solely for their own use and not for resale; (c) market, sell or otherwise distribute Private Brand Products exclusively in the Territory and only during the applicable Private Brand Transition Period; (d) ensure that it and each of its locations at all times has all required local, state, federal and foreign licenses applicable to the marketing, sale and distribution of Private Brand Products and provide evidence of such required licenses to Harbor upon its request; (e) not re-package or re-label any Private Brand Products, not alter any package, label or promotional material used in connection with any Private Brand Products and not make any alterations, changes or modifications (or instruct a Manufacturer to make any alterations, changes or modifications) to any Private Brand Products or the specifications thereof, except in each case as expressly authorized by Harbor in writing; (f) promptly forward to Harbor any material technical questions it receives from customers with respect to any Private Brand Products; (g) maintain facilities and procedures as may be prescribed from time to time by Harbor in order to facilitate a forty-eight (48) hour response time to any product recall, adverse event or similar action, including those relating to good housekeeping, security, crush control, moisture control, temperature control and proper documentation of the Private Brand Products being stored; and (h) permit a duly authorized representative of Harbor to enter and inspect, during normal business hours and upon reasonable prior written notice, the facilities in which any Private Brand Products are held or stored in order to determine whether such Private Brand Products are being held or stored in conformity with this Agreement and the World Health Organization’s Good Distribution Practices for pharmaceutical products, and provide Harbor with such documentation and information as it may reasonably request to determine whether the Private Brand Pr...

SpinCo Obligations. (i) Spinco shall be liable for, shall pay, and shall indemnify and hold the Surviving Corporation harmless, on an after-tax basis, against all Chronicle Taxes (including any Taxes resulting from payments made pursuant to this Section 7.13(a)(i)), and any and all liabilities, losses, damages, costs, and expenses (including court costs and reasonable professional fees incurred in the investigation, defense, or settlement of any claims covered by this indemnity) attributable to any such Chronicle Taxes. Spinco shall be liable for all Taxes resulting from the failure of the Contribution and the Distribution to qualify as a tax-free reorganization under Section 368(a)(1)(D) and Section 355 of the Code and the failure of the Merger to qualify as a tax-free reorganization under Section 368(a) of the Code to the extent such failure results from any action or omission by Chronicle or its shareholders before the Effective Time or (B) by Spinco or Spinco's shareholders (including Spinco's breach of any of its covenants in Section 7.13(h)). (ii) Spinco or its shareholders, as applicable, shall be entitled to any credits or refunds of Chronicle Taxes paid or allocable to Chronicle or its shareholders at any time, and Spinco shall indemnify and hold harmless the Surviving Corporation against any subsequent disallowance of such credits or refunds. (iii) Spinco shall be responsible for the preparation and filing of all Chronicle Tax Returns for all taxable periods that end on or before the Closing Date, including Tax Returns of Chronicle with respect to such periods that are due after the Closing Date, and Spinco shall be responsible for the payment of all Taxes payable by Chronicle shown to be due thereon. (iv) Spinco shall be designated as the agent for Chronicle with respect to Chronicle Taxes, and shall have the sole authority to deal with any matters relating to Chronicle Taxes, including but not limited to the filing of amended returns, except that such authority shall not include a change of accounting method or revocation of tax elections that could have an adverse effect on the Surviving Corporation after the Effective Time. (v) Acquiror shall promptly inform Spinco whenever any taxing authority asserts a claim, makes an assessment, or otherwise disputes the amount of any Chronicle Taxes. Spinco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment, or dispute.

SpinCo Obligations. Spinco shall, or shall cause the applicable member of the Spinco Group to, pay, perform and discharge fully all of the obligations and Liabilities of any member of the Remainco Group or Spinco Group under the DWDP Separation Related Agreements (other than the Remainco Specified Separation Related Agreements) to the extent constituting a Spinco Liability and shall otherwise use commercially reasonable efforts to pay, perform and discharge such obligations and Liabilities related to the Spinco Business or a Spinco Asset or any obligation that Remainco is obligated to cause the other members of the “SpecCo Group” (as defined in the DWDP SDA) to perform as if it were a party thereto. To the extent any such performance by Spinco is not permitted by any applicable counterparty, and subject to any separate arrangement reached in any Ancillary Agreement, Remainco shall continue to pay, perform and discharge fully all such obligations in coordination with and at Spinco’s direction, and any and all costs, expenses and Liabilities incurred by Remainco or its Affiliates in connection with the performance by Remainco or its Affiliates of its obligations under this Section 6.3 shall be borne solely by Spinco.