Newco Canada Exchangeco Assets definition

Newco Canada Exchangeco Assets means the business, properties, assets, goodwill and rights of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan listed under such heading in Exhibit A.
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Newco Canada Exchangeco Assets means all the business, properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real or personal, tangible or intangible, that are owned by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan immediately prior to the purchase and sale of the Newco Canada Exchangeco Assets and Newco Canada Exchangeco Liabilities and used or held for use primarily in the operation or conduct of the Newco Business, other than (A) the Canadian Excluded Assets and (B) as otherwise provided for in this Section 1, which Newco Canada Exchangeco Assets shall include (in each case, other than the Canadian Excluded Assets) :
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Newco Canada Exchangeco Assets has the meaning set forth in the Contribution and Distribution Agreement.
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Examples of Newco Canada Exchangeco Assets in a sentence

  • Each of Weyerhaeuser, Weyerhaeuser Canada, Weyerhaeuser Saskatchewan and the Spinco Parties is duly qualified to do business in each jurisdiction where the nature of the Newco Business or the ownership or leasing of the Newco Assets or the Newco Canada Exchangeco Assets make such qualification necessary or the failure to so qualify has had or would reasonably be expected to have a Newco Material Adverse Effect.

  • Upon request, Weyerhaeuser shall make available to Spinco such portions of the Pre-Distribution Period Tax Returns as they relate to the Newco Assets, Newco Canada Exchangeco Assets or the Newco Business.

  • Notwithstanding the foregoing, Weyerhaeuser shall keep Spinco informed of material developments concerning any Tax Contest affecting the Spinco Group, the Newco Business, the Newco Assets or the Newco Canada Exchangeco Assets and shall not settle or compromise any Tax Contest in a manner that could materially adversely affect the Spinco Group after the Distribution Date without the prior written consent of Spinco.

  • Weyerhaeuser may redact such portions of any books and records (including any Records and Transferred Records) that do not relate to the Newco Assets, the Newco Canada Exchangeco Assets, the Newco Liabilities, the Newco Canada Exchangeco Liabilities or the Newco Business.

  • Exchangeco or a subsidiary of Newco Canada Exchangeco and each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan shall execute jointly an election under Section 167 of the Excise Tax Act (Canada) with each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan to have the sale of the Newco Canada Exchangeco Assets take place on a goods and services tax-free basis under Part IX of the Excise Tax Act (Canada).

  • Except as provided in Sections 2.01(a), 2.02, and 2.04, the Spinco Group shall be responsible for, and shall indemnify and hold harmless the Weyerhaeuser Group from and against, all Taxes attributable to any and all members of the Spinco Group, the Newco Assets, the Newco Canada Exchangeco Assets or Newco Business, in each case for any and all Post-Distribution Periods.

  • For these purposes, EBITDA of the Newco Assets and Newco Canada Exchangeco Assets shall mean the EBITDA generated by such assets during the year ending as of the quarter immediately following the Distribution Date.

Related to Newco Canada Exchangeco Assets

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

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

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

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • 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.”

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • New Equity Interests means the limited liability company

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Blocker has the meaning set forth in the preamble.

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Holdco has the meaning set forth in the Preamble.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

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

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Target Companies means the Target and its Subsidiaries.