Separation Transactions definition

Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

Separation Transactions means the series of transactions pursuant to which the assets, liabilities and businesses owned, directly or indirectly, by the Initial Guarantor and the Initial Borrower are being allocated among the T Guarantor and its Subsidiaries (including the T Borrower), the E Guarantor and its Subsidiaries (including the E Borrower) and the H Guarantor and its Subsidiaries (including the H Borrower). The steps of the Separation Transactions will include, among others, (i) the contribution of the assets, liabilities and businesses of the Initial Borrower to the H Borrower (in the case of the healthcare businesses of the Initial Borrower and assets and liabilities relating thereto), the E Borrower (in the case of the electronics businesses of the Initial Borrower and assets and liabilities relating thereto) and the T Borrower (in the case of the fire & security and engineered products businesses of the Initial Borrower and assets and liabilities relating thereto) (such transactions, the “TIGSA Separation”), and the liquidation of the Initial Borrower and liquidating distribution in connection therewith of the shares of the H Guarantor, the E Guarantor and the T Borrower to the Initial Guarantor; and (ii) after the TIGSA Separation, the distributions by the Initial Guarantor to its shareholders of the shares of (x) the H Guarantor (the “Healthcare Spin Distribution”) and the E Guarantor (the “Electronics Spin Distribution”; and together with the Healthcare Spin Distribution, the “Spin Distributions”), with the Initial Guarantor to remain the direct parent of the T Borrower.

Separation Transactions shall have the meaning set forth in the recitals hereof.

Examples of Separation Transactions in a sentence

• In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company twenty (20) Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

• Prior to the Distribution, each of Vishay and VPG shall, and shall cause the applicable members of its Group to, complete the Separation Transactions and the Capital Allocation Transactions and otherwise take all actions necessary to implement the Separation on the terms and subject to the conditions set forth in this Agreement.

• The Separation shall have become effective in accordance with the terms of this Agreement and the Separation Transactions and the Capital Allocation Transactions.

• Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation Transactions and shall remain in full force and effect.

• The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment.

More Definitions of Separation Transactions

Separation Transactions has the meaning given that term in the Transaction Agreement.

Separation Transactions means the transactions to effect the Separation as described in the Transactions Memo and, in the singular, means any one of them.

Separation Transactions means the Separation and Distribution Agreement, dated as of July 27, 2006 (as amended, modified or supplemented in accordance with its terms), among Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., and all transactions, agreements and arrangements related thereto.

Separation Transactions means the transfers of assets, shares and other equity interests to be performed by Vishay, VPG and members of each respective Group prior to the Distribution, in the manner referred to Schedule 1.3 hereto and, in the singular, means any one such transaction. The Separation Transactions are intended to proceed in accordance with and pursuant to the steps set forth in the request for a private letter ruling submitted by Vishay to the IRS on December 23, 2009, as amended from time to time.

Separation Transactions means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Spinco Business from ownership of the Remainco Business (including, for the avoidance of doubt, transactions listed on Exhibit C and transactions undertaken directly between the Remainco Group, on the one hand, and RMT Partner and its Affiliates, on the other hand).

Separation Transactions means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Xxxxxxx Business from ownership of the Houston Business.

Separation Transactions means, collectively, the Separation, the Contribution, the Assumption, the IPO and the Second Step Spin-Off.