Separation Activities definition

Separation Activities means actions that are reasonably necessary to take in order to effect (i) the Separation, the transfer of the Transferred Assets or the Excluded Assets, as applicable, (ii) the assumption of the Assumed Liabilities or the Excluded Liabilities, as applicable, (iii) the treatment of the intercompany obligations and Contracts as contemplated by Section 8.11, (iv) the separation of the shared vendor Contracts and (v) other aspects of the separation of the Business and the Acquired Companies from the Retained Business and the Seller Group members that are de minimis in nature; provided, however, that with respect to any such action that is not included in the Separation Plan and would adversely affect the Business in more than a de minimis respect, such action shall not constitute a “Separation Activity” unless Seller shall have consulted in good faith with Buyer with respect thereto and Buyer shall have provided its prior written consent to such action.
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Separation Activities means actions taken that in the good faith judgment of Remainco are necessary or reasonably advisable to take or cause to be taken in order to effect the Separation, the Transfer of the Spinco Assets or the Remainco Retained Assets, as applicable, the Assumption of the Spinco Liabilities or the Remainco Retained Liabilities, as applicable, the treatment of intercompany obligations and Contracts as contemplated in Section 1.3, the separation of the shared Contracts and any other aspects of the Separation. “Separation Documents” means the Contracts, instruments and other documents entered into to effect the Separation or the Separation Activities. “Separation Plan” means the Separation Plan set forth on Exhibit K, as amended, supplemented or modified from time to time. Notwithstanding anything to the contrary contained in any of the Transaction Documents, following the date hereof but prior to the Closing, Remainco shall be permitted to amend the Separation Plan (and the applicable terms of this Agreement and the Separation Documents) with the prior written consent of Merger Partner, which shall not be unreasonably withheld, conditioned or delayed; provided that such consent shall not be required for any amendment to the Separation Plan that would not adversely affect the Merger Partner Group, taken as a whole, in any material manner. Remainco shall be permitted to update any
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Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in Section 5.08(d), Section 5.27 and Section 5.28.
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Examples of Separation Activities in a sentence

  • Tacoma yes   Infrastructure Fiber Separation Activities Modifications to fiber plant terminations to enable Rainier Connect technical staff access to non-critical network fiber optic paths while physically isolating nearby Tacoma Power-allocated fiber optic paths.

  • Buyer shall, and shall cause its Affiliates to, reasonably cooperate with Seller with respect to the Separation, the Separation Activities and the Separation Plan (including any actions to be taken to prepare for the transition services contemplated by the Transition Services Agreement).

  • Except as provided in Section 5.7(a)(y)(3), Sellers agree that Buyer shall not have any Liability or responsibility whatsoever to Sellers for any Taxes imposed on the Separation Activities.

  • The Separation Activities shall be deemed complete when the operations of the Refinery fulfill the relevant criteria therefor as set forth in Annex A with respect thereto (the “Separation Criteria”).

  • Separation Activities and Related Agreements Initial Public Offering—On February 17, 2009, Mead Johnson Nutrition Company (“MJNC”) completed the IPO of 34,500,000 shares of Class A common stock at a price of $24.00 per share.

  • Clause 10.2 (Limited liability) shall not apply to the implementation of Separation Activities.

  • The net impact of these activities of $18.4 million and$25.4 million for the three and six months ended June 30, 2019 has been reflected as Separation Activities within shareholders' equity.

  • As part of the Separation Activities, Seller and Buyer shall cause the installation of a new meter downstream of the residue gas filter and upstream of the CenterPoint Energy Interconnection Facilities (as referenced on Schedule 6.7(c)) on Buyer’s 12” natural gas residue pipeline conveyed to Buyer as part of the Purchased Assets.

  • In the event that Seller proposes a change to the scope of work with respect to the Separation Activities to which Purchaser does not agree, and Seller believes in good faith that such change is necessary for successful and safe completion of the remaining items in the scope of work with respect to the Separation Activities (a “Separation Dispute”), Seller shall provide written notice to Purchaser setting forth in reasonable detail the basis of the Separation Dispute.

  • Except as set forth in the preceding sentence (and without limiting the rights of Buyer described therein), Buyer acknowledges and agrees that the Operational Separation Activities have been, and will be, performed on an “as is” basis without any warranties, express or implied (including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or noninfringement).


More Definitions of Separation Activities

Separation Activities shall have the meaning set forth in Section 5.6.
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Separation Activities means the activities that are necessary to separate the Target Group from the BHP Group Systems and BHP management systems prior to integration of the Target Group into the Woodside Group, and includes the Systems Separation Activities but excludes the Systems Services.
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Separation Activities has the meaning given to that term in Clause 2.1.1 (Implementation of Separation Activities);
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Separation Activities means the separation of the Excluded Assets and Excluded Liabilities from the Business, including the implementation of the Company Restructuring, and the activities described in S ection 5.08(d), S ection 5.27 and S ection 5.28.
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Related to Separation Activities

  • Covered Activities means those land uses and conservation and other activities described in Chapter 2.3 of the HCP/NCCP to be carried out by the Conservancy or its agents that may result in Authorized Take of Covered Species during the term of the HCP/NCCP, and that are otherwise lawful.

  • Construction Activities means the disturbance of soils associated with clearing, grading, excavation activities or other construction-related activities.

  • Restricted Activities means those activities described in Section 10 of this Agreement.

  • Development Activities means those activities which are normally undertaken for the development, construction, repair, renovation, rehabilitation or conversion of buildings for residential purposes, including the acquisition of property;

  • Medical Affairs Activities means, with respect to any country or other jurisdiction in the Territory, the coordination of medical information requests and field based medical scientific liaisons with respect to Licensed Compounds or Licensed Products, including activities of medical scientific liaisons and the provision of medical information services with respect to a Licensed Compound or Licensed Product.

  • Power production activities means any business operation that involves a project commissioned by the government of Iran whose purpose is to facilitate power generation and delivery, including, but not limited to, establishing power-generating plants or hydroelectric dams, selling or installing components for the project, providing service contracts related to the installation or maintenance of the project, as well as facilitating such activities, including by providing supplies or services in support of such activities.

  • Competing Activities means the same or similar services as Xxxxxx Xxx Ltd is providing to the Restaurant under this Agreement or other activities having a similar purpose.

  • Extracurricular activities means: a voluntary activity sponsored by the school or local education agency or an organization sanctioned by the local education agency. Extracurricular activities include, but are not limited to, preparation for and involvement in public performances, contests, athletic competitions, demonstrations, displays, and club activities.

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Interscholastic Activities means athletic or non-athletic/academic activities where students compete on a school vs. school basis.

  • Service activities means activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (“NASD”) adopts a definition of “service fee” for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of “service activities” hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.

  • Permitted Activities The primary activities of the trust created pursuant to this Agreement which shall be:

  • Motor Sport Activities means any motor sport activities or Recreational Services which are permitted or approved which CAMS regulates or administers by CAMS or otherwise under the responsibility / control of CAMS;

  • licensed activities means things authorised to be done by the licence

  • Business Activities shall be deemed to include any activities which are included in the Company's Business now or during the effective period of this Agreement.

  • Motorsport Activities means any motorsport activities or Recreational Services which are permitted or approved which Motorsport Australia regulates or administers or otherwise are under the responsibility / control of Motorsport Australia;

  • Economic activities shall in principle include activities of an industrial, commercial and professional character and activities of craftsmen;

  • School activities means any activity sponsored by the school including, but not limited to, classroom work, library activities, physical education classes, official assemblies and other similar gatherings, school athletic contests, band concerts, school plays and other theatrical productions, and in-school lunch periods.

  • Activities has the meaning specified in Section 7.02(b).

  • Commercial Activities means activities conducted on a commercial basis.

  • Funded Activities means the activities set out in the Grant Offer Letter and Annex 2 of these Conditions; General Data Protection Regulation and GDPR means the General Data Protection Regulation (EU) 2016/679; Grant means the sum or sums that DWP will pay to the Grant Recipient in accordance with clause 4 and subject to the provisions set out at clause 22.

  • High Risk Activities means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

  • Prohibited Activities has the meaning set forth in Section 13.1.

  • Wellness activity means an explicit program of an activity

  • Collaborative agreement means a voluntary, written, or electronic arrangement between one

  • Development Activity means any activity defined as Development which will necessitate a Floodplain Development Permit. This includes buildings, structures, and non-structural items, including (but not limited to) fill, bulkheads, piers, pools, docks, landings, ramps, and erosion control/stabilization measures.