Remainco Asset Transferee definition

Remainco Asset Transferee means any Entity that is or will be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Separation Effective Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the transactions contemplated hereby or by any Ancillary Agreement.
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Remainco Asset Transferee shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.
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Remainco Asset Transferee means any Entity that is or shall be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Distribution Effective Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the Contemplated Transactions. “Remainco Backstop Credit Support Instrument” shall have the meaning set forth in Section 1.10(f). “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Books and Records” means (a) minute books, equity interest records, consents and other similar records of the Remainco Group; (b) books and records relating to the Remainco Retained Assets or the Remainco Retained Liabilities (including any books and records
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Examples of Remainco Asset Transferee in a sentence

  • Remainco shall cause its applicable Asset Transferors to transfer or assign each of the Remainco Retained Properties (together with all improvements and fixtures thereon and all rights and easements appurtenant thereto) to an applicable Remainco Asset Transferee.

  • If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreement, Spinco shall apply to the relevant Landlord for consent to a sublease, license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease.

  • Such commercially reasonable efforts may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments modifying the terms of the Relevant Lease and converting the assignment to a sublease, license or other similar agreement.

  • If Remainco and Buyer decide to propose a sublease, license or other similar agreement, Spinco shall apply to the relevant Landlord for consent to a sublease, license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease.

  • Such commercially reasonable efforts may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each of Remainco and Spinco and the allocation of the costs thereof, including entering into amendments modifying the terms of the Relevant Lease and converting the assignment to a sublease, license or other similar agreement.


More Definitions of Remainco Asset Transferee

Remainco Asset Transferee shall have the meaning set forth in the Separation Agreement.
Sample 1
Remainco Asset Transferee means any Entity that is or shall be a member of the Remainco Group to which Remainco Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Equity Sale Closing Time by an Asset Transferor (or which assets are already held by such Entity) in order to consummate the Contemplated Transactions. “Remainco Backstop Credit Support Instrument” shall have the meaning set forth in Section 1.10(f). “Remainco Books and Records” means (a) minute books, equity interest records, consents and other similar records of the Remainco Group; (b) books and records relating to the Remainco Retained Assets or the Remainco Retained Liabilities (including any books and records and privileged information relating to any cause of action (including counterclaims) and defenses against Third Parties relating to any Remainco Asset or any Remainco Retained Liability); (c) books and records (including personnel and employment records) that any of the members of Remainco Group is required by Law to retain or prohibited by Law from delivering to Spinco (copies of which shall be made available to Spinco at Spinco’s sole expense upon Spinco’s reasonable request to the extent permitted by Law and solely with respect to the Spinco Business); (d) any financial records (including general ledgers) or Remainco Records; (e) any books and records, reports, internal drafts, opinions, valuations, correspondence or other materials prepared or received by any member of the Remainco Group or its or their respective Representatives irrespective of whether they remain in the possession of a member of the Spinco Group after the Closing Date and whether privileged or non-privileged, in connection with a potential sale of the Spinco Business or the Spinco Group; (f) all confidentiality or non-disclosure agreements with prospective purchasers of the Spinco Business or the Spinco Group or any portion thereof and all bids, letters of intent and expressions of interest received from Third Parties with respect thereto; (g) any consolidated regulatory filings made by Remainco or any of its Affiliates and any related correspondence with Governmental Authorities unless the information contained therein relates primarily to the Spinco Group or the Spinco Business; (h) personnel and employment records for all employees and former employees of any member of the Remainco Group who are not Spinco Employees, and any other email, files, data and information with respect to the employees...
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Related to Remainco Asset Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

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

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Power Transfer Distribution Factor or “PTDF” shall mean a measure of the responsiveness or change in electrical loadings on Transmission Facilities due to a change in electric power transfer from one area to another, expressed in percent (up to 100%) of the change in power transfer in the pre-contingency configuration of a system under study.

  • Transfer Time means, in relation to any Subsequent Account Holder’s Entry, the time at which such Entry is credited to his Securities Account.

  • Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Subsequent Transfer Date With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

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

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Qualified Transferee means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

  • Reais Transfer Date means each Business Day of each calendar month following a Business Day when, as of the Balance Transfer Time for the Bond Administrator, there are available funds in the Collections Account for allocation in accordance with the Indenture.

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.