RemainCo Business definition

RemainCo Business has the meaning set forth in the Separation and Distribution Agreement.
RemainCo Business means any business of RemainCo and its Subsidiaries other than the SpinCo Business.
RemainCo Business means all businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted by RemainCo and its Subsidiaries and Affiliates prior to the Effective Time that are not included in the SpinCo Business.

Examples of RemainCo Business in a sentence

  • No determination will have been made by RemainCo’s Board of Directors, in its sole discretion, that the Distribution is no longer in the best interest of RemainCo or its shareholders or that market conditions or other circumstances are such that it is no longer advisable to separate the RemainCo Business and the SpinCo Business.

  • RemainCo understands and agrees that no member of the SpinCo Group is, in this Agreement or in any Other Agreement, representing or warranting to the RemainCo Group in any way as to the RemainCo Business, or as to any consents or approvals required in connection with the consummation of the transactions contemplated by this Agreement.

  • RemainCo or SpinCo shall have the right to maintain control over the investigation, defense and/or settlement of any Article IX Third Party Claims relating to the RemainCo Business and the SpinCo Business, respectively.

  • RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.

  • The Service Recipient will use the Services in substantially the same manner and on substantially the same scale as they were used by such Party and its Affiliates in the past practice of the SpinCo Business or RemainCo Business, as applicable, prior to the Distribution Date.


More Definitions of RemainCo Business

RemainCo Business means any and all businesses and operations of Remainco or any of its Subsidiaries (including the members of the FOX Group and the members of the Remainco Group) as conducted immediately prior to the Distribution, other than the FOX Business.
RemainCo Business shall have the meaning set forth in the Separation and Distribution Agreement.
RemainCo Business means the “Progressive Leasing and Vive Business” as defined in the Separation Agreement.
RemainCo Business means each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Remainco or any other member of the Remainco Group immediately after the Spin-Off and that is relied upon in the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-Offs.
RemainCo Business means the business conducted by the Seller’s Group but excluding the DivestCo Business;
RemainCo Business means all of the business and activities of the Sellers’ Group (including the Group Companies) excluding the InfraCo Business, but including business and activities of providing wide area networking, Internet, managed services and unified communications services to customers and consisting of those assets and liabilities, in each case, from which the revenues are generated and the costs are incurred;
RemainCo Business means the assets and liabilities of the Borrower and its Subsidiaries other than the Spinco Business.