SpinCo Contracts definition
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 Technology) or (z) any contract or agreement set forth on Schedule 1.2:
SpinCo Contracts means the following Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective Assets is bound, whether or not in writing, in each case, immediately prior to the Distribution, except for any such Contract or part thereof that is expressly contemplated to be assigned to or retained by, or allocated to, any member of the Parent Group pursuant to any provision of this Agreement or any other Ancillary 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 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:
Examples of SpinCo Contracts in a sentence
In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time.
For the avoidance of doubt, any SpinCo Contracts (as defined in the Separation and Distribution Agreement), and any provisions in respect of Taxes contained therein, shall not be terminated pursuant to the foregoing.
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 will ensure that any changes, amendments or alterations to the terms of existing SpinCo contracts are compliant with the necessary terms for SpinCo Contracts set out in Appendix E (Key Terms for SpinCo Contracts).
SpinCo will ensure that any changes, amendments or alterations to the terms of existing SpinCo contracts are compliant with the necessary terms for SpinCo Contracts set out in Appendix E.
More Definitions of SpinCo Contracts
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:
SpinCo Contracts means the following Contracts, to the extent in effect immediately prior to the Effective Time:
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) or (z) any contract or agreement set forth on Schedule 1.1:
SpinCo Contracts means:
SpinCo Contracts means the following contracts, agreements, arrangements, commitments or understandings 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 (a) SpinCo Contracts shall not include 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 and (b) in the case of any of the following contracts that relate to Intellectual Property or IT Assets where the provisions relating to Intellectual Property or IT Assets are not incidental to the overall purpose of the contract, the “SpinCo Contracts” will include only SpinCo IP/IT Contracts):
SpinCo Contracts means the following Contracts to which Vector or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such Contract or part thereof (i) that is expressly contemplated not to be Transferred by any member of the Vector Group to the Spinco Group or (ii) that is expressly contemplated to be Transferred to (or remain with) any member of the Vector Group, in each case, pursuant to any provision of this Agreement or any Ancillary Agreement:
(i) any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Spinco Group;
(ii) any Contract that relates primarily to the Spinco Business;
(iii) any Contract representing lease obligations reflected on the Spinco Balance Sheet;
(iv) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(c)) or any of the Ancillary Agreements to be assigned to any member of the Spinco Group, including those set forth on Schedule 1.1(73)(iv); and
(v) any guarantee, indemnity, representation or warranty of or in favor of any member of the Spinco Group.
SpinCo Contracts means the following Contracts to which any 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, in each case, immediately prior to the Distribution Time, except for any such Contract or part thereof that is expressly contemplated to be retained by Pluto or any member of the Pluto Group from and after the Distribution Time pursuant to any provision of this Agreement or any Ancillary Agreement; provided that, in the case of any of the following Contracts that relate to Intellectual Property where the provisions relating to Intellectual Property are not incidental to the overall purpose of the Contract, the “Spinco Contracts” will include only Spinco IP Contracts: