Examples of Spinco Companies in a sentence
The Spinco Companies have assessed and tested its Spinco Information Security Program on a no less than annual basis; remediated all critical, high and medium risks and vulnerabilities; and the Spinco Information Security Program has proven sufficient and compliant with Spinco Privacy Requirements in all material respects.
All material Taxes required to be paid by or with respect to the Spinco Companies have been duly paid, except for Taxes contested in good faith in appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.
Remainco has delivered or Made Available to RMT Partner accurate and complete copies of the Organizational Documents of Remainco and each of the Spinco Companies that would be considered a “significant subsidiary” (as such term is defined under Regulation S-X promulgated pursuant to the Exchange Act), including all amendments thereto as in effect on the date of this Agreement.
Remainco and its Subsidiaries (to the extent related to the Spinco Business) and each of the Spinco Companies are, and at all times since January 1, 2018 have been, in compliance with the terms and requirements of such Governmental Authorizations, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Spinco Business.
A clear process is established by which a minimum of 35 percent investments in renewable energy and energy efficiency are made in low-income communities.Importantly, CLCPA creates a Climate Justice Working Group, the members of which will come from environmental justice communities as well as the New York State Departments of Environmental Conservation, Health and Labor.
None of Remainco (to the extent relating to the Spinco Companies, the Spinco Business or Spinco Assets) or any of the Spinco Companies has any Environmental Liabilities (including any Environmental Liabilities retained or assumed contractually or by operation of any Legal Requirement) that would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
The RMT Partner Companies are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, and the RMT Partner Companies enjoy undisturbed possession of such leased assets, except where the failure to have such valid leasehold interest results from any liens described in Section 3.8 of the RMT Partner Disclosure Letter, liens created or otherwise imposed by Remainco or the Spinco Companies or any other Permitted Encumbrance.
Without limiting the foregoing, neither Remainco nor any of its Subsidiaries has transferred to, or permitted under any Contract to which Remainco or any of its Subsidiaries is a party, any Person other than the Spinco Companies to retain ownership of, or an exclusive license to, Owned Spinco IP.
The Spinco Companies exclusively own all right, title and interest to and in the Owned Spinco IP free and clear of any Encumbrances other than Permitted Encumbrances.
Except as would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, each insurance policy and self-insurance program and arrangement relating to the Spinco Business and the Spinco Companies is binding and in full force and effect as of the date of this Agreement.