All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group.
Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
Customer Contracts means any Contracts pursuant to which the Company has provided or will provide products or services in connection with the Business.
Shared Contracts has the meaning specified in Section 4.12(b).
Retained Contracts shall have the meaning specified in Section 2.1.6.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Acquired Contracts has the meaning given in Section 2.1(a).
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.
Seller Plans has the meaning set forth in Section 3.13(a).
Assigned Contracts has the meaning set forth in Section 2.01(c).
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Parent Business shall have the meaning set forth in the Separation and Distribution Agreement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;
Business Employees has the meaning set forth in Section 4.10(a).
Transferred Entities means the entities set forth on Schedule 1.5.
IT Contracts means any agreements, licences or other contractual arrangements with third parties relating to the IT Systems or IT Services, including licences of all software, leases of hardware and other procurement of IT Systems or IT Services;
the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.
Shared Contract shall have the meaning set forth in Section 2.8(a).
Target Companies means the Company and its Subsidiaries.