Spin-Off Agreement Clause Samples

Spin-Off Agreement. The Company, the Seller, and each Purchaser, hereby acknowledges, consents, authorizes and agrees that simultaneously with the closing on this Agreement, the Company has entered into the Spin-Off Agreement, in which the Company has agreed to sell all of the capital stock of DKTI, the Company’s operating subsidiary and only material asset, to the Seller. Each Purchaser acknowledges and agrees that it will not own, directly or indirectly, any shares, equity interest or securities of DKTI.

Spin-Off Agreement. Prior to the Second Closing Date, Purchaser -------------------- and the Seller shall use commercially reasonable efforts to negotiate and execute an agreement regarding the potential spin-off of the Corporation from Purchaser with terms and conditions to be mutually agreed upon by Purchaser and the Seller, substantially in accordance with the provisions of SCHEDULE 6.15. --------------

Spin-Off Agreement. The Company, the Sellers, and each Purchaser, hereby acknowledges, consents, authorizes and agrees that simultaneously with the closing on this Agreement, the Company has entered into the Spin-Off Agreement, in which the Company has agreed to sell all of the capital stock of the Spin-off Sub, the Company’s operating subsidiary and only material asset, to the Sellers. Each Purchaser acknowledges and agrees that it will not own, directly or indirectly, any shares, equity interest or securities of the Spin-off Sub.

Spin-Off Agreement. On the Closing Date, Acquiror Principal Shareholder will have entered into a Spin Off Agreement in the forms annexed hereto as Exhibit B with Acquiror for the sale of the existing wholly owned subsidiary of the Acquiror in exchange forAcquiror Principal Shareholder’s shares of Common Stock of Acquiror. The Spin Off Agreement shall not close less than five (5) days from the Closing of this Agreement.

Spin-Off Agreement i BSM Undertakings. BSM has been fully informed by the Issuer that The ---------------- Issuer and SSET have entered into a Spin-Off Agreement in the form attached as Exhibit F (the "Spin-Off Agreement"). BSM agrees to fulfill the obligations of the Issuer and SSET (while it is a subsidiary of the Issuer) under the Spin-Off Agreement, and acknowledge that, under the terms of the Spin-Off Agreement, (i) the Issuer will be distributing all of its shares in SSET on a pro rata basis to those shareholders of the Issuer determined as of the record date set for such distribution (the "SSET Spin-Off"), with SSET having previously become a publicly traded company, and (ii) the Issuer and/or SSET must take certain actions in order to complete such distribution. The BSM Shareholders acknowledge that they have read and understand the obligations of the Issuer and SSET under the Spin-Off Agreement. BSM acknowledges and agrees that if, after Closing, they take any action, or fail to take any action reasonably requested in writing by the Control Shareholders, where such act or omission prevents or otherwise interferes with Issuer's and/or SSET's ability to comply with the terms of this Agreement and/or the Spin-Off Agreement, then, provided that such action or inaction is not caused by the Control Shareholders failure to pay for the action or inaction, such failure may trigger the rescission provisions of the Escrow Agreement. If the SSET Spin-Off does not occur within six (6) months after the Closing Date, upon request of the Control Shareholders, BSM shall, at the cost and expense of the Control Shareholders, then promptly do everything required in order for the Issuer to sell all of its shares in SSET, CRNY and SSFSM to the Control Shareholders for all such shares, the sum of One ($1.00) Dollar.

Spin-Off Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall execute and deliver to PublicCo the Spin-Off Agreement, dated as of the date hereof (the “Spin-Off Agreement”), pursuant to which PublicCo shall assign to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ all of the issued and outstanding capital stock of Global Energy Express LLC, a Nevada limited liability corporation and a wholly-owned subsidiary of PublicCo (the “Spin-Off Subsidiary”), together with all of the business, operations, assets, and goodwill of the Spin-Off Subsidiary in exchange for indemnity from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ against claims arising in connection with such business and operation (the “Spin-Off”).

Spin-Off Agreement. The Spin Off Agreement at Schedule 6.15 of the Purchase Agreement is deleted in its entirety and restated as attached hereto as Schedule 6.15. Charys CB Amendment to Purchase Agreement JHP v 1 011207

Spin-Off Agreement. Prior to the Closing Date, Purchaser and the ------------------- Sellers shall use commercially reasonable efforts to negotiate and execute an agreement regarding the potential spin-off of the Disaster Remediation Holding Company (as such term is defined on Schedule 6.11) from Purchaser with terms and conditions to be mutually agreed -------------- upon by Purchaser and the Sellers, substantially in accordance with the provisions of SCHEDULE 6.11. --------------

Spin-Off Agreement. On the Closing Date, Acquiror will have entered into a Spin Off Separation Agreement in the form annexed hereto as Exhibit B with Fan Pass Inc. for the separation and spin off of Fan Pass, Inc.