Newco Contracts definition
Examples of Newco Contracts in a sentence
Promptly following the Separation Date, Fox shall deliver, or shall cause its appropriate Subsidiaries to deliver, to Newco, the Newco Books and Records, Newco Contracts and any other documents that are A&S Assets.
Prior to the Closing, Seller shall cause its Affiliates to assign to Newco all of the Newco Contracts pursuant to an Assignment in substantially the form attached as Exhibit 6.4.
No Acquired Company (or, in the case of the Newco Contracts prior to their respective transfers to Newco, any Affiliate of Seller) has received notice of an allegation by any counterparty to any of the Scheduled Contracts or other Third Party of a breach, violation or default of such contracts by an Acquired Company (or, in the case of the Newco Contracts prior to their respective transfers to Newco, any Affiliate of Seller).
Schedule 1.1(a) lists all bonds (whether denominated bid, litigation, performance, fidelity, or otherwise), letters of credit, and guaranties involving more than $1,000,000, issued by any of the Acquired Companies, or by Seller or any of its Affiliates for the benefit of any of the Acquired Companies or related to the Newco Contracts and now in force or outstanding.
At the Closing Date, and except as set forth on Schedule 4.22 and other than Assets included in the Excluded Assets, the Acquired Companies will own or lease or otherwise have the right to use assets sufficient for the conduct of their business in the manner such business is being conducted by the Acquired Companies (and, as to the Newco Contracts, by Affiliates of Seller) as of November 1, 2000.
Seller has made available to Buyer all material non-privileged environmental, health and safety reports, assessments, audits, analyses, records and data prepared by or on behalf of Seller on the Acquired Companies within the last twenty-four months or relating to any of the Asset Groups or the Newco Contracts.
On the Separation Date, ▇▇▇▇▇▇▇ shall deliver, or shall cause its appropriate Subsidiaries to deliver, to Newco, the Newco Books and Records, Newco Contracts and any other documents that are Communications Assets.
Neither Seller nor any of the Acquired Companies (or, in the case of the Newco Contracts prior to their respective transfer to Newco, any Affiliate Seller) has waived or released in any material respect any of its material rights thereunder or entered into any forbearance or moratorium agreement with respect thereto.
Part 2.7(b) of the ▇▇▇▇▇▇▇ Disclosure Letter contains an accurate and complete list of all subleases, occupancy agreements and other Newco Contracts granting to any Person (other than any Communications Company) a right of use or occupancy of any of the Newco Leased Real Property in effect as of the date of this Agreement.
No Acquired Company (or, in the case of the Newco Contracts, Affiliate of Seller) is in breach or violation of, or default under, any of the Scheduled Contracts, except where such breaches or violations or defaults would not have a Material Adverse Effect on the Acquired Companies.