MSG Business definition

MSG Business means all businesses and operations conducted by the MSG Group from time to time, whether prior to, at or after the Distribution Date, other than the AMC Business, Spinco Business and CVC Business.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

MSG Business means each and every business conducted at any time by MSG or any Subsidiary controlled by MSG, except the Spinco Business.

MSG Business shall have the meaning set forth in the recitals to this Agreement. For the avoidance of doubt, the business of Fuse shall be deemed to be part of the MSG Business only from and after Cablevision’s contribution of that business to MSG on ___, 2008 and part of the Cablevision Business only prior thereto.

Examples of MSG Business in a sentence

• Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the MSG Group and the Spinco Group shall retain all Records relating to the MSG Business and the Spinco Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date.

• Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the Cablevision Group and the MSG Group shall retain all Records relating to the Cablevision Business and the MSG Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date.

• To the knowledge of the Sellers, none of the Sellers expect any taxing authority to assess any additional Taxes for any period for which Returns have been filed with respect to the MSG Business, the MLS Business or the Transferred Assets.

• The parties hereto agree that none of the MSG Business, the MLS Business or the Transferred Assets are “United States real property interests” within the meaning of section 897(c) of the Code, and therefore no withholding on the Purchase Price is required pursuant to section 1445 of the Code with respect to any portion of the Purchase Price allocated to the MSG Business, the MLS Business or the Transferred Assets.

• Each of the Sellers is qualified or licensed to do business in each jurisdiction in which the ownership of its property or assets that impact the MSG Business and/or the MLS Business, or the conduct of the MSG Business and/or the MLS Business, requires such qualification or license, except for such failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the MSG Business and the MLS Business.

More Definitions of MSG Business

MSG Business has the meaning ascribed to the term “MSG Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group (as defined in section 355(b)(3)(B) of the Code) of MSG.

MSG Business means the “Fuse national music programming network” business as set forth in the Ruling Request that constitutes an active trade or business, within the meaning of Section 355(b) of the Code, of the separate affiliated group of MSG, as determined in the Ruling.

MSG Business means all businesses and operations conducted by the MSG Group from time to time, whether prior to, at or after the Distribution Date, other than the AMC Business, Spinco Business and CVC Business. “MSG Common Stock” means the Class A Common Stock, par value $0.01 per share, of MSG and Class B Common Stock, par value $0.01 per share, of MSG. “MSG Group” means MSG and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The MSG Group shall not include any member of the AMC Group or Spinco Group. “NASDAQ” means The NASDAQ Stock Market LLC. “NYSE” means the New York Stock Exchange, Inc. “Party” and “Parties” shall have the meanings ascribed thereto in the preamble to this Agreement. “Spinco” shall have the meaning ascribed thereto in the preamble to this Agreement. “Spinco Business” means all businesses and operations conducted by the Spinco Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the Spinco Group as more fully described in the Spinco Information Statement and excluding the MSG Business, AMC Business and CVC Business. “Spinco Common Stock” means the Class A Common Stock, par value $0.01 per share, of Spinco and Class B Common Stock, par value $0.01 per share, of Spinco. “Spinco Employee” means any individual who is employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves). “Spinco Group” means, as of the Distribution Date, Spinco and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The Spinco Group shall not include any member of the AMC Group or MSG Group. –4– SC1:3907126.2 “Spinco Option” means an option to buy Spinco Class A Common Stock granted pursuant to a Spinco Share Plan in connection with the Distribution. “Spinco Participant” means any individual who, immediately following the Distribution Date, is a S...

MSG Business means the business of BHMMT in relation to the MSG Agreements;

MSG Business means the MSG business of Shanghai Vedan Foods in the PRC to be acquired by Shanghai Vedan Enterprise pursuant to the Business Acquisition Agreement;