Splitco Sample Clauses

Splitco. Any Taxes and Tax Items of Splitco and the GLIB Subsidiaries attributable to any Tax Year (or portion thereof) ending at or before the Effective Time shall be allocated to Splitco.

Splitco. At the Closing, Splitco will deliver or cause to be delivered to LGP: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of LiLAC Communications; (iv) the Sublease duly executed by an authorized officer of LiLAC Communications; (v) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as LGP may reasonably request.

Splitco. At the Closing, Splitco will deliver or cause to be delivered to FNF: (i) the Tax Matters Agreement duly executed by an authorized officer of Splitco; (ii) the Corporate Services Agreement duly executed by an authorized officer of Splitco; (iii) the Registration Rights Agreement(s) duly executed by an authorized officer of Splitco; (iv) the Voting Agreement duly executed by an authorized officer of Splitco; (v) the amended and restated certificate of incorporation of Splitco, substantially in the form attached as Exhibit A hereto, duly executed by an authorized officer of Splitco; (vi) the amended and restated bylaws of Splitco, substantially in the form attached as Exhibit B hereto, duly adopted by Splitco; and (vii) such other documents and instruments as FNF may reasonably request.

Splitco. At the Closing, Splitco will deliver or cause to be delivered to LMC: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Liberty Property Holdings, Inc. (a Subsidiary of Splitco); (iv) each Aircraft Time Sharing Agreement duly executed by an authorized officer of Splitco; (v) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as LMC may reasonably request.

Splitco. At the Closing, Splitco will deliver or cause to be delivered to LIC: (i) the Tax Sharing Agreement duly executed by an authorized officer of Splitco; (ii) the Services Agreement duly executed by an authorized officer of Splitco; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Splitco; (iv) each Aircraft Time Sharing Agreement duly executed by an authorized officer of Splitco; (v) the Margin Loan Agreement duly executed by Splitco, a newly-formed, wholly-owned special purpose subsidiary of Splitco and the financial counterparties thereto; (vi) the amended and restated certificate of incorporation of Splitco, substantially in the form attached as Exhibit A to the Transaction Agreement, duly executed by an authorized officer of Splitco; (vii) the amended and restated bylaws of Splitco, substantially in the form attached as Exhibit B to the Transaction Agreement, duly adopted by Splitco; (viii) the ▇▇▇▇▇▇ Assignment, substantially in the form of Exhibit C to the Transaction Agreement, duly executed by an authorized officer of Splitco; (ix) the Governance Agreement Assignment, substantially in the form of Exhibit E to the Transaction Agreement, duly executed by an authorized officer of Splitco; (x) the Stockholders Agreement Assignment, substantially in the form of Exhibit F to the Transaction Agreement, duly executed by an authorized officer of Splitco; (xi) the Stockholders Agreement Amendment, substantially in the form of Exhibit G to the Transaction Agreement, duly executed by an authorized officer of Splitco; (xii) a secretary’s certificate certifying that the Splitco Board has authorized the execution, delivery and performance by Splitco of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and (xiii) such other documents and instruments as LIC may reasonably request.

Splitco. At or prior to the Closing, SplitCo will deliver or cause to be delivered to Liberty Media: (i) the Tax Sharing Agreement duly executed by an authorized officer of SplitCo; (ii) the Restructuring Agreements duly executed by an authorized officer of SplitCo or other applicable SplitCo Entity; (iii) the SplitCo Charter, duly executed by an authorized officer of ▇▇▇▇▇▇▇ and filed with the Secretary of State of the State of Delaware; (iv) a secretary’s certificate certifying that the SplitCo Board has authorized the execution, delivery and performance by SplitCo of this Agreement, the Restructuring Agreements and the Tax Sharing Agreement, which authorizations will be in full force and effect at and as of the Closing; and (v) such other documents and instruments as Liberty Media may reasonably request.

Splitco. (a) As of the Closing, SplitCo’s authorized capital stock will consist of 1,000 shares of SplitCo Common Stock. Parent will, as of the Closing, own all of the issued and outstanding shares of SplitCo beneficially and of record, free and clear of all Liens and Restrictions and will have the right to transfer the SplitCo Shares to ▇▇▇▇▇▇▇ LLC. There will, as of the Closing, be no shares of capital stock of SplitCo issued or outstanding other than the SplitCo Shares. Upon delivery to ▇▇▇▇▇▇▇ LLC of the certificates representing the SplitCo Shares, at the Closing, ▇▇▇▇▇▇▇ LLC will acquire good and valid title to such shares, free and clear of all Liens and Restrictions other than Liens and Restrictions created by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ LLC or any of their Subsidiaries. SplitCo will, as of the Closing, be the sole member of, and own all of the issued and outstanding membership interests (the “SplitCo Sub Interests”) of, SplitCo Sub, beneficially and of record, free and clear of all Liens and Restrictions other than Liens and Restrictions created by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ LLC or any of their Subsidiaries. (b) As of the Closing, all of the SplitCo Shares and the SplitCo Sub Interests shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. As of the Closing, there shall be no outstanding subscriptions, options, warrants, puts, calls, agreements or other rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, (ii) restricting the transfer of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, or (iii) relating to the voting of any shares of capital stock of SplitCo or equity interests in SplitCo Sub. As of the Closing, there shall be no issued or outstanding bonds, debentures, notes or other Indebtedness of SplitCo or SplitCo Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of SplitCo or SplitCo Sub may vote. (c) As of the date of its formation, each of SplitCo and SplitCo Sub will have no assets, other than the capital contribution with which it was incorporated, and no Indebtedness. As of the Closing (and after giving effect to the Transactions), (i) the assets of SplitCo (...