SpinCo Contract definition

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

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SpinCo Contract means the following contracts, agreements, arrangements, commitments or understandings to which either Party or any of its Group Members is a party or by which it or its Assets is bound, whether or not in writing, in each case, immediately prior to the Effective Time:

SpinCo Contract means any Contract: (a) to which any of the Spinco Companies is a party; (b) by which any of the Spinco Companies, any Spinco IP or any other asset of any of the Spinco Companies is or may become bound or under which any of the Spinco Companies has, or may become subject to, any obligation; or (c) under which any of the Spinco Companies has or may acquire any right or interest.

Examples of SpinCo Contract in a sentence

SpinCo is solely responsible for establishing its sale price for Supported Products provided to Customers under this Agreement in accordance with the terms of the applicable SpinCo Contract; provided, that, if, due to the frequency of SpinCo’s requested changes of sale price for Supported Products, updating Parent’s and SpinCo’s systems to reflect such changes places a material administrative burden on the Parent Business, the Parties shall discuss in good faith a commercially reasonable solution.
SpinCo shall not enter into any SpinCo Contract with any Customer that is binding on Parent or any of its Subsidiaries or commence any Action in respect of any SpinCo Contract or any Customer except as provided in this Section 2.12(b) as well as the terms set out in Appendix E (Key Terms for SpinCo Contracts).
SpinCo shall not enter into any SpinCo Contract with any Customer that is binding on Parent or any of its Subsidiaries or commence any Action in respect of any SpinCo Contract or any Customer except as provided in this Section 2.12(b) as well as the terms set out in Appendix E.

More Definitions of SpinCo Contract

SpinCo Contract shall have the meaning set forth in Section 3.9(a) of this Agreement.

SpinCo Contract means (a) any Contract (other than any Contract that is an Excluded Asset) to which the Company or any of its Subsidiaries is a party or to which any of the SpinCo Assets is subject, in each case that primarily relates to or is primarily used in connection with the SpinCo Business (in any event including the SpinCo Financing Agreements and the SpinCo Real Property Leases), (b) to the extent assignable, the applicable portion of any non-disclosure and confidentiality agreements entered into in connection with the possible sale of the SpinCo Business with any potential purchaser thereof to the extent restricting the use or disclosure of information of the SpinCo Business or any SpinCo Asset (including any such agreement) and (c) the applicable portions of each Shared Contract.

SpinCo Contract shall have the meaning set forth in the definition of “Spinco Assets”.

SpinCo Contract means (a) any Contract (other than any Shared Contract and any Contract that is an Excluded Asset) to which the Company or any of its Subsidiaries is a party or to which any of the SpinCo Assets is subject, in each case that relates exclusively to or is used exclusively in connection with the SpinCo Business (in any event including the SpinCo Financing Arrangements), (b) any Shared Contract to which the counterparty is a direct customer, distributor or supplier of the SpinCo Business and that relates primarily to or is used primarily in connection with the SpinCo Business, and (c) to the extent assignable, the applicable portion of any non-disclosure and confidentiality agreements entered into in connection with the possible sale of the SpinCo Business with any potential purchaser thereof to the extent restricting the use or disclosure of information of the SpinCo Business (including any such agreement).

SpinCo Contract shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Contribution” means the contribution of all of the Equity Interests of Gaming Holdco by Remainco to Spinco. “Spinco Counsel” shall have the meaning set forth in Section 4.7(a). “Spinco Credit Support Account” shall have the meaning set forth in in Section 1.10(c). “Spinco Employees” shall have the meaning set forth in the Employee Matters Agreement. “Spinco Estimated Adjustment Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Cash Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Indebtedness Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Net Working Capital” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Statement” shall have the meaning set forth in Section 2.3(a). “Spinco Excess Amount” shall have the meaning set forth in Section 2.3(j)(i). “Spinco Final Adjustment Amount” shall have the meaning set forth in Section 2.3(i).