0001193125-23-089723 Sample Contracts

TAX MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Tax Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 by and between Crane Holdings, Co., a Delaware corporation (“Distributing”), which will be renamed “Crane NXT, Co.” upon completion of the Distribution (as defined below), and Crane Company, a Delaware corporation (“SpinCo,” and together with Distributing, the “Parties”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Separation and Distribution Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).

EMPLOYEE MATTERS AGREEMENT by and between CRANE HOLDINGS, CO. and CRANE COMPANY Dated as of April 3, 2023
Employee Matters Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • Delaware

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.” prior to the Distribution (as defined below), and “Crane NXT, Co.” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

COLLATERAL AGREEMENT dated as of March 31, 2023, among CRANE HOLDINGS, CO. (to be renamed CRANE NXT, CO. on or about the Availability Date), the SUBSIDIARY GRANTORS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Collateral Agreement • April 3rd, 2023 • Crane NXT, Co. • Miscellaneous fabricated metal products • New York

COLLATERAL AGREEMENT, dated as of March 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among CRANE HOLDINGS, CO., a Delaware corporation (to be renamed CRANE NXT, CO. on or about the Availability Date) (the “Company”), the SUBSIDIARY GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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