SpinCo Business definition

SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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SpinCo Business shall have the meaning set forth in the Separation Agreement.

SpinCo Business has the meaning set forth in the Distribution Agreement.

Examples of SpinCo Business in a sentence

SpinCo acknowledges and agrees that, during the [twelve (12)-month] period set forth in this Section 4.13(a), SpinCo and its Subsidiaries shall have the right to use the SPGI Marks solely in substantially the same manner as such SPGI Marks were used by SPGI and its Subsidiaries prior to the Distribution Time in connection with the SpinCo Business (including with respect to any sublicensing in the SpinCo Business).
SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo or any member of the SpinCo Group or the SpinCo Business.
In any Mixed Action, each of the SpinCo Group and the SPGI Group may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the SpinCo Business or the SPGI Business, respectively; provided that each Party shall in good faith make commercially reasonable efforts to avoid adverse effects on the other Party; provided further that nothing in this Section 4.03(c) shall be deemed to limit or override the consent rights set forth in Section 4.03(d).
Notwithstanding anything to the contrary set forth in this Agreement, (i) SpinCo shall not be required to provide or cause to be provided any Service for use in or for any business other than the Royalty Business and (ii) RemainCo shall not be required to provide or cause to be provided any Service for use in or for any business other than the SpinCo Business.
In the event that any such modification, substitution, supplementation or other alteration materially adversely impacts the SpinCo Business, the Parties shall engage in good faith discussions to mitigate any such impact vis-à-vis the SpinCo Business.

More Definitions of SpinCo Business

SpinCo Business means the business and operations conducted by the SpinCo Group as of the Distribution Date, as such business and operations are described in the Information Statement.

SpinCo Business means the business, operations and activities of the SpinCo Group relating primarily to the SpinCo Properties as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries.

SpinCo Business means the business of designing, manufacturing and selling turbocharger, electric-boosting and connected vehicle technologies for light and commercial vehicle original equipment manufacturers and the aftermarket, as conducted by Honeywell and its Affiliates prior to the Distribution, including as described in the Information Statement; provided that the SpinCo Business shall not include any Former Business.

SpinCo Business means the business of providing to SpinCo Customers: (1) hardware, software solutions or connected services (or combinations thereof) in support of, in each case, conversational and cognitive artificial intelligence that facilitates interactions by Occupants with or through Vehicles or Vehicle Specific Equipment and sold by the SpinCo Group primarily for use in or with Vehicles or Vehicle Specific Equipment (collectively, the “SpinCo Technology”), and (2) related software solutions or connected services (or combinations thereof) marketed and sold by the SpinCo Group primarily for use with the SpinCo Technology, as conducted by Nuance and its Affiliates prior to the Distribution, including as described in the Information Statement; provided that the SpinCo Business shall not include any Former Business.

SpinCo Business has the meaning ascribed to the term “Spinco 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 Spinco.

SpinCo Business has the meaning set forth in the Merger Agreement.

SpinCo Business means the business and assets contributed to, or owned by, SpinCo pursuant to the Separation Agreement.