Spin-Off Agreements definition

Spin-Off Agreements means the separation and distribution agreement, transition services agreement, tax matters agreement, employee matters agreement, any shared services agreements, all intellectual property license agreements and all other material contracts and agreements entered into between the Lead Borrower or any of its Subsidiaries, on the one hand, and any of the B&N Parties, on the other hand.

Spin-Off Agreements means (a) the Separation and Distribution Agreement to be entered into among the T Guarantor, the H Guarantor and the E Guarantor and (b) the Tax Sharing Agreement to be entered into among the T Guarantor, the H Guarantor and the E Guarantor, of which final forms shall be publicly filed with the SEC.

Spin-Off Agreements has the meaning set forth in Section 2.5.

Examples of Spin-Off Agreements in a sentence

• It is now known as the Zero Waste Advisory Commission, or ZWAC.pointed to this as another reason that Austin should not extend its contract with Greenstar, and advocated that the City audit the Greenstar contract.

• In fact, as already noticed, it is a step taken in a proceeding by the Magistrate or the Court of competent jurisdiction.

• No investment banker, broker, finder or other intermediary (other than Centerview Partners LLC, the fees and expenses of which will be paid by the Company) is entitled to any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Spin-Off Agreements or the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of the Company or any of its Affiliates.

• All references to the businesses, assets or liabilities of the Company and the SpinCo Entities as of any time prior to the Spin-Off shall be deemed to include the SpinCo Business, the SpinCo Assets and the SpinCo Liabilities contemplated by the Spin-Off Agreements to be so operated and owned or borne by them upon the Spin-Off and after giving effect to the Plan of Separation, whether or not then-owned or operated or borne by such SpinCo Entities.

• True and complete copies of each of the Spin-Off Agreements have been provided to Buyer prior to the date of this Agreement; provided, however, that the Company reserves the right to amend the Spin-Off Agreements after the date hereof to the extent permitted by this Agreement.

More Definitions of Spin-Off Agreements

Spin-Off Agreements has the meaning set forth in the recitals to this Settlement Agreement.

Spin-Off Agreements means (a) that certain Distribution and Transfer Agreement dated as of October 26, 1993, among the Borrower, Holdings and Plainbridge, (b) that certain Distribution and Transfer Agreement dated as of May 3, 1993, among the Borrower, Supermarket Holdings and Chefmark, (c) that certain Tax Indemnity Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (d) that certain Tax Sharing Agreement dated as of October 26, 1993, between the Borrower and SMG-II Holdings, (e) that certain Logistical Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (f) that certain Xxxxx Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (g) that certain Xxxxxx Services Agreement dated as of October 26, 1993, between the Borrower and Plainbridge, (h) that certain Chefmark Services Agreement dated as of May 3, 1993, between the Borrower and Chefmark, and (i) that certain letter agreement dated as of May 3, 1993 between the Borrower and Chefmark filed as Exhibit 10.5 to the Registration Statement of the Borrower and Supermarket Holdings (Registration No. 33-59616) filed with the Securities and Exchange Commission on March 16, 1993, as amended by Amendment No. 1 to Post-Effective Amendment No. 1

Spin-Off Agreements collectively refers to the Separation and Distribution Agreement, the Tax Sharing Agreement, the Trademark Assignment and License Agreement, the Software and Proprietary Information Agreement, the Patent Agreement and the Employee Matters Agreement, each of which is described under the caption “Agreements with Sprint Nextel” in the Pricing Prospectus (as defined below). In addition, before the Time of Delivery (as defined in Section 5(a) hereof), and prior to the consummation of the Spin-Off, the Company will enter into an $3,100,000,000 Credit Facility (the “Credit Facility”) evidenced by a credit agreement (the “Credit Loan Agreement”) among the Company, as borrower, Citibank, N.A., as administrative agent, and a syndicate of lenders.

Spin-Off Agreements means the binding letter of intent dated February 17, 2022 between the Purchaser and RNP and announced by the Purchaser on February 17, 2022, as amended by the amended and restated binding letter of intent between the Purchaser and RNP dated as of the date hereof;

Spin-Off Agreements means the binding letter of intent dated February 17, 2022 between Sandstorm and RNP and announced by Sandstorm on February 17, 2022, as amended by the amended and restated binding letter of intent between Sandstorm and RNP dated May 1, 2022.

Spin-Off Agreements means the agreements listed on Schedule 1.01 hereto, in each case complying in all material respects with the description thereof in the Information Statement.

Spin-Off Agreements means the Administrative and General Services Agreement dated as of April 4, 1996 between the Company and ALLETE Inc., the Master Separation Agreement dated as of June 4, 2004 between the Company and ALLETE, Inc., the Tax Sharing Agreement dated as of June 4, 2004 between the Company and ALLETE, Inc., the Employee and Directors Matters Agreement dated June 15, 2004 between the Company and ALLETE, Inc. and the Joint Aircraft Agreement.