IP RemainCo definition

IP RemainCo shall have the meaning set forth in the preamble.
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IP RemainCo has the meaning provided in the first sentence of this Agreement.
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Examples of IP RemainCo in a sentence

  • IP RemainCo and Product SpinCo acknowledge that time is of the essence in relation to any request for information, assistance, or cooperation made by IP RemainCo or Product SpinCo pursuant to Section 8.01 or this Section 8.02.

  • IP RemainCo shall be entitled to any Refund of Taxes for which IP RemainCo is liable hereunder, Product SpinCo shall be entitled to any Refund of Taxes for which Product SpinCo is liable hereunder, and a Party receiving a Refund to which the other Party is entitled hereunder shall pay over such Refund (net of any reasonable expenses incurred by the receiving Party in connection with the receipt of such Refund) to such other Party within twenty (20) Business Days after such refund is received.

  • For the avoidance of doubt, the presence of such a Ruling or Unqualified Tax Opinion, or the waiver by IP RemainCo of the requirement to obtain a Ruling or Unqualified Tax Opinion, shall not relieve Product SpinCo from any indemnification obligations otherwise present under this Agreement.

  • Notwithstanding anything to the contrary in this Agreement, IP RemainCo and Product SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of IP RemainCo and Product SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.

  • IP RemainCo and Product SpinCo acknowledge that failure to conform to the reasonable deadlines set by IP RemainCo or Product SpinCo could cause irreparable harm.

  • In the event that IP RemainCo or Product SpinCo disagrees with any such calculation described in this Section 5.02, IP RemainCo or Product SpinCo shall so notify the other Party in writing within thirty (30) Business Days of receiving such written calculation.

  • All Liabilities assumed or retained by a member of the IP RemainCo Group under this Agreement shall be IP Liabilities for purposes of the Separation Agreement.

  • If Product SpinCo notifies IP RemainCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.01(c), IP RemainCo and Product SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.01(c), unless IP RemainCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

  • If Product SpinCo does not submit written comments to IP RemainCo within Product SpinCo’s sixty (60) Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by IP RemainCo and delivered to Product SpinCo pursuant to the first sentence of this Section 3.07 shall be deemed final, and Product SpinCo agrees that it shall not dispute such allocation and apportionment.

  • IP RemainCo shall prepare and timely file, or cause to be prepared and timely filed, taking into account applicable extensions, all Consolidated Returns required to be filed with respect to or including a Pre-Distribution Period, and shall pay, or cause to be paid, all Taxes shown as due and payable on such Consolidated Returns.