Separation Activities definition

Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in Section 5.08(d), Section 5.27 and Section 5.28.
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Separation Activities means actions taken that in the good faith judgment of Remainco are necessary or reasonably advisable to take or cause to be taken in order to effect the Separation, the Transfer of the Spinco Assets or the Remainco Retained Assets, as applicable, the Assumption of the Spinco Liabilities or the Remainco Retained Liabilities, as applicable, the treatment of intercompany obligations and Contracts as contemplated in Section 1.3, the separation of the shared Contracts and any other aspects of the Separation. “Separation Documents” means the Contracts, instruments and other documents entered into to effect the Separation or the Separation Activities. “Separation Plan” means the Separation Plan set forth on Exhibit K, as amended, supplemented or modified from time to time. Notwithstanding anything to the contrary contained in any of the Transaction Documents, following the date hereof but prior to the Closing, Remainco shall be permitted to amend the Separation Plan (and the applicable terms of this Agreement and the Separation Documents) with the prior written consent of Merger Partner, which shall not be unreasonably withheld, conditioned or delayed; provided that such consent shall not be required for any amendment to the Separation Plan that would not adversely affect the Merger Partner Group, taken as a whole, in any material manner. Remainco shall be permitted to update any
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Separation Activities has the meaning set forth in Section 6.7(a).
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Examples of Separation Activities in a sentence

  • Separation Activities Subsequent to our IPO, there continue to be transactions between us and Lilly related primarily to the completion of the local country asset purchases and finalization of assets and liabilities associated with the legal separation from Lilly, combined income tax returns and the impact of the tax matters agreement, historical Lilly retirement benefits, and centralized cash management.

  • Tacoma yes 🗹 🞏 Infrastructure Fiber Separation Activities Modifications to fiber plant terminations to enable Rainier Connect technical staff access to non-critical network fiber optic paths while physically isolating nearby Tacoma Power-allocated fiber optic paths.

  • A “deputy registrar” for a permitisn’t the same as a registrar for Vital Records certificates.

  • The net impact of these activities of $18.4 million and$25.4 million for the three and six months ended June 30, 2019 has been reflected as Separation Activities within shareholders' equity.

  • Subject to the foregoing provisions of this Section 2.7(a) and the provisions of Schedule 2.7(a) of the Disclosure Letter, Seller may consummate such Operational Separation Activities at any time prior to the Closing Date for consideration or for no consideration, including the issuance of debt or equity interests in any entities involved in any such Operational Separation Activities, as may be determined by Seller in its sole discretion.

  • Clause 10.2 (Limited liability) shall not apply to the implementation of Separation Activities.

  • Table 8: Segregation of solid waste Source: Result from questionnaire, 2019 Solid Waste Separation Activities: In effort to analyze the town's solid waste collection operations, the main forms of such waste include wearied clothes and old shoes 4.5%, metals 9.1%, plastics 20.5%, glasses 10.2%, and organic waste 8.0%, according to those respondents.

  • The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL, provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the identity of the stockholder granting such authorization.

  • In the event that Seller proposes a change to the scope of work with respect to the Separation Activities to which Purchaser does not agree, and Seller believes in good faith that such change is necessary for successful and safe completion of the remaining items in the scope of work with respect to the Separation Activities (a “Separation Dispute”), Seller shall provide written notice to Purchaser setting forth in reasonable detail the basis of the Separation Dispute.

  • As part of the Separation Activities, Seller and Buyer shall cause the installation of a new meter downstream of the residue gas filter and upstream of the CenterPoint Energy Interconnection Facilities (as referenced on Schedule 6.7(c)) on Buyer’s 12” natural gas residue pipeline conveyed to Buyer as part of the Purchased Assets.


More Definitions of Separation Activities

Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in S ection 5.08(d), S ection 5.27 and S ection 5.28.
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Separation Activities has the meaning given to that term in Clause 2.1.1 (Implementation of Separation Activities);
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Separation Activities means the activities that are necessary to separate the Target Group from the BHP Group Systems and BHP management systems prior to integration of the Target Group into the Woodside Group, and includes the Systems Separation Activities but excludes the Systems Services.
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Related to Separation Activities

  • Covered Activities means those land uses and conservation and other activities described in Chapter 2.3 of the HCP/NCCP to be carried out by the Conservancy or its agents that may result in Authorized Take of Covered Species during the term of the HCP/NCCP, and that are otherwise lawful.

  • Construction Activities means the disturbance of soils associated with clearing, grading, excavation activities or other construction-related activities.

  • Restricted Activities means and includes the following:

  • Development Activities means any activity, including the discharge of dredged or fill material, which results directly in a more than de minimus change in the hydrologic regime, bottom contour, or the type, distribution or diversity of hydrophytic vegetation, or which impairs the flow, reach, or circulation of surface water within wetlands or other waters;

  • Medical Affairs Activities means, with respect to any country or other jurisdiction in the Territory, the coordination of medical information requests and field based medical scientific liaisons with respect to Licensed Compounds or Licensed Products, including activities of medical scientific liaisons and the provision of medical information services with respect to a Licensed Compound or Licensed Product.

  • Power production activities means any business operation that involves a project commissioned by the government of Iran whose purpose is to facilitate power generation and delivery, including, but not limited to, establishing power-generating plants or hydroelectric dams, selling or installing components for the project, providing service contracts related to the installation or maintenance of the project, as well as facilitating such activities, including by providing supplies or services in support of such activities.

  • Competing Activities means the same or similar services as Xxxxxx Xxx Ltd is providing to the Restaurant under this Agreement or other activities having a similar purpose.

  • Extracurricular activities means: a voluntary activity sponsored by the school or local education agency or an organization sanctioned by the local education agency. Extracurricular activities include, but are not limited to, preparation for and involvement in public performances, contests, athletic competitions, demonstrations, displays, and club activities.

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Interscholastic Activities means athletic or non-athletic/academic activities where students compete on a school vs. school basis.

  • Service activities means activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (“NASD”) adopts a definition of “service fee” for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of “service activities” hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Motor Sport Activities means any motor sport activities or Recreational Services which are permitted or approved which CAMS regulates or administers by CAMS or otherwise under the responsibility / control of CAMS;

  • licensed activities means things authorised to be done by the licence

  • Business Activities shall be deemed to include any activities which are included in the Company's Business now or during the effective period of this Agreement.

  • Motorsport Activities means any motorsport activities or Recreational Services which are permitted or approved which Motorsport Australia regulates or administers or otherwise are under the responsibility / control of Motorsport Australia;

  • Economic activities shall in principle include activities of an industrial, commercial and professional character and activities of craftsmen;

  • fishing related activities means any operation in support of, or in preparation for, fishing, including the landing, packaging, processing, transshipping or transporting of fish that have not been previously landed at a port, as well as the provisioning of personnel, fuel, gear and other supplies at sea;

  • Nuclear fuel cycle-related research and development activities means those activities which are specifically related to any process or system development aspect of any of the following: - conversion of nuclear material, - enrichment of nuclear material, - nuclear fuel fabrication, - reactors, - critical facilities, - reprocessing of nuclear fuel, - processing (not including repackaging or conditioning not involving the separation of elements, for storage or disposal) of intermediate or high-level waste containing plutonium, high enriched uranium or uranium-233, but do not include activities related to theoretical or basic scientific research or to research and development on industrial radioisotope applications, medical, hydrological and agricultural applications, health and environmental effects and improved maintenance.

  • School activities means any activity sponsored by the school including, but not limited to, classroom work, library activities, physical education classes, official assemblies and other similar gatherings, school athletic contests, band concerts, school plays and other theatrical productions, and in-school lunch periods.

  • Activities has the meaning specified in Section 7.02(b).

  • Commercial Activities means activities conducted on a commercial basis.

  • Funded Activities means the activities set out in Annex 2 of these Conditions; Funding Period means the period for which the Grant is awarded starting on the Commencement Date and ending on [INSERT PROJECT END DATE]; General Data Protection Regulations and GDPR means (Regulation (EU) 2016/679); Grant means the sum or sums the Authority will pay to the Grant Recipient in accordance with paragraph 4 of these Conditions and subject to the provisions set out at paragraph 26.

  • High Risk Activities means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

  • Prohibited Activities has the meaning set forth in Paragraph 6.26.

  • Wellness activity means an explicit program of an activity