DevCo Group definition
Examples of DevCo Group in a sentence
Immediately after the Effective Time and in accordance with the terms of the Preferred Stock Sale Agreement, the applicable members of the SpinCo Group and the DevCo Group shall cooperate and take any and all actions necessary to effect the Preferred Stock Sale.
DevCo and DevCo Op agree to arrange for its own Insurance Policies with respect to the DevCo Business and the DevCo Group.
Each Intercompany Account representing Indebtedness (for the avoidance of doubt, excluding the Specified Promissory Note, the Specified PM TRS Preferred Stock and the SpinCo Preferred Stock) outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the DevCo Group and the SpinCo Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.
DevCo and DevCo OP shall be responsible for securing all Insurance Policies that it considers appropriate for the DevCo Business and the operation thereof by the DevCo Group.
The SpinCo Group shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the DevCo Group.
SpinCo agrees, on behalf of itself and each member of the SpinCo Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to or under, any Insurance Policies of any member of the DevCo Group, except as permitted under Section 7.1(b)(i).
At any time after the Distribution Date that DevCo or any member of the DevCo Group proposes to destroy such material or information, DevCo and DevCo OP shall first notify SpinCo and SpinCo OP in writing and SpinCo and SpinCo OP shall be entitled to receive such materials or information proposed to be destroyed.
DevCo agrees, on behalf of itself and each member of the DevCo Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to or under, any Insurance Policies of any member of the SpinCo Group, except as permitted under Section 7.1(b)(ii).
The DevCo Group shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the SpinCo Group.
The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of the SpinCo Group or the DevCo Group, as the case may be.