Spinco Party definition

Spinco Party or “Spinco Parties” means, individually or collectively, Fountain and Athens NA.
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Examples of Spinco Party in a sentence

  • Each Spinco Party agrees that, as between the Xxxxxx Parties and Spinco Parties, the Xxxxxx Parties are the sole and exclusive owners of the Licensed Marks and all intellectual property rights therein.

  • Each Spinco Party may adopt and use as Trademarks any variations of the Licensed Marks on Part I of Exhibit A, if such Trademarks use “Xxxxxx” immediately adjacent to the word “Mortgage,” “Reinsurance,” “Investment,” “Finance,” or any other word that reasonably conveys to consumers any services included in the Licensed Business.

  • Each Spinco Party shall, at its sole expense, comply at all times with all applicable laws, regulations, rules and reputable industry practice pertaining to the Licensed Business and its use of the Licensed Marks.

  • Each Spinco Party shall, upon the reasonable request and expense of Xxxxxx, take further actions and execute additional documents to establish and perfect the above rights.

  • Each Spinco Party will use the Licensed Marks solely (i) in accordance with good trademark practice; and (ii) in connection with products, services, content and materials maintaining quality levels at least as high as those of Walter’s past practice and that reflect favorably on Xxxxxx.

  • Xxxxxx will cause the transfer of the registrations for the Licensed Domains to a designated Spinco Party within 30 days of the Effective Date, at Spinco’s expense for Walter’s out-of-pocket costs.

  • Each Spinco Party may adopt and use reasonable variations of the Licensed Marks on Part II of Exhibit A in its discretion, subject to Section 1.3. Spinco will give Xxxxxx prompt notice of any such new Trademark, which will be included in the definition of “Licensed Marks” for all purposes hereunder.

  • The Opinion Materials shall not include any letter, certificate or other item to which any Spinco Party is a signatory other than Section 6.26 of the Weyerhaeuser Disclosure Letter.

  • Except as otherwise permitted hereunder, (i) each Spinco Party presently has no intention of selling directly any part of its interest in the Arena and (ii) except for the securities described on Schedule 1 hereto, there are no options, warrants, put or call rights or any other rights of acquisition or conversion that would entitle any person or entity to acquire any direct or indirect interest, whether equity or otherwise, in any Spinco Party.

  • Each Spinco Party agrees not to question or contest the validity of, or the Xxxxxx Parties’ rights in the Licensed Marks and the associated goodwill.

Related to Spinco Party

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

  • RemainCo shall have the meaning set forth in the Preamble.

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • MPI means the Borrower’s Ministry of Planning and Investment, and any successor thereto.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Company Service Provider means a Company Employee, a Company Independent Contractor or a member of the Company Board.

  • MPC means Marathon Petroleum Corporation, a Delaware corporation.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • Tax Attributes means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period.