Shared Corporate Contract definition

Shared Corporate Contract means any Contract to which Seller or any of its Subsidiaries (excluding the Transferred Entities and the JV Entities) is a party with any non-Affiliated third party and which (a) benefits both the Business and any Retained Business, (b) is not a Transferred Asset, (c) is not a Contract with a customer of the Business and/or the Retained Business, and (d) pursuant to which the Business, individually or in the aggregate, purchased goods or services from such non-Affiliated third party in excess of $2,000,000 in the fiscal year ended June 29, 2018. For the avoidance of doubt, for purposes of this Agreement the definition of “Shared Corporate Contract” shall exclude: (i) Employee Plans, (ii) insurance policies, (iii) indebtedness for borrowed money, (iv) obligations evidenced by notes, bonds, debentures or similar instruments, (v) interest rate, currency or commodity derivatives or hedging instruments or transactions, (vi) guarantees, letters of credit, surety bonds, performance bonds, or similar obligations, (vii) Permits, (viii) Real Property Leases, and (ix) other corporate-level services provided by Seller and its Subsidiaries (excluding the Transferred Entities and the JV Entities), on the one hand, to the Transferred Entities or the JV Entities, on the other hand, or any Service addressed in the Transition Services Agreement.
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Shared Corporate Contract means any Contract (a) to which any (i) Seller Party (other than a Sold Company or a Sold Subsidiary) is a party, (ii) Sold Company or Sold Subsidiary is a party, and (iii) third party that is not Affiliated with the Company is a party, (b) which benefits both the Business and one or more Excluded Businesses, and (c) pursuant to which the Business purchased goods, property or services from such non-Affiliated third party in excess of an aggregate of $1,000,000 in the fiscal year ended January 3, 2020; provided, that Shared Corporate Contract shall not include (i) Insurance Policies, (ii) Sellers’ Benefit Plans, (iii) Business Guarantees, (iv) Contracts with respect to Indebtedness for borrowed money, (v) Permits, (vi) Contracts relating to any services listed on Section 3.7 of the Disclosure Letter, or (vii) any service addressed in the schedules to the Transition Services Agreement.
Sample 1
Shared Corporate Contract means any Contract to which the Company or any of its Subsidiaries (excluding the Group Companies) is a party with any non-Affiliated third party and which (a) benefits both the Business and the Retained Business, (b) is a Contract to which, as of the date hereof, one or more Group Companies and one or more Excluded Subsidiaries are party thereto, and (c) pursuant to which the Business, in the aggregate, purchased goods or services from such non-Affiliated third party in excess of $2,000,000 in the fiscal year ended December 31, 2018. For the avoidance of doubt, for purposes of this Agreement the definition of “Shared Corporate Contract” shall exclude: (A) Employee Plans, (B) insurance policies, (C) indebtedness for borrowed money, (D) obligations evidenced by notes, bonds, debentures or similar instruments, (E) interest rate, currency or commodity derivatives or hedging instruments or transactions, (F) guarantees, letters of credit, surety bonds, performance bonds, or similar obligations, (G) Permits, (H) the Group Company Real Property Leases, (I) other corporate-level services provided by the Company and its Subsidiaries (excluding the Group Companies), on the one hand, to the Business, on the other hand, or any service addressed in the Transition Services Agreement, (J) Contracts to be entered into in connection with the build-out of the Business Infrastructure, and (K) Contracts to be assigned to a Group Company as part of the Restructuring.
Sample 1

Examples of Shared Corporate Contract in a sentence

  • Notwithstanding the foregoing, to the extent Buyer on behalf of Seller is able to obtain a Buyer Replacement Contract in respect of any Shared Corporate Contract set forth on EXHIBIT A under the heading “Shared Corporate Contracts”, the fees for the Corporate Services set forth on EXHIBIT A under the heading “Shared Corporate Contracts” shall be reduced by the amounts set forth next to such Shared Corporate Contract on EXHIBIT A.

  • Buyer shall pay, and fully indemnify and hold harmless Seller and its Subsidiaries in respect of all costs, expenses, fees or other Liabilities owed pursuant to, under or relating to any Shared Corporate Contract relating to the business and operations of the Transferred Assets, the Transferred Entities and the JV Entities.

  • No Party or its Subsidiaries shall be required to commence any litigation or offer to grant any material accommodation (financial or otherwise) to any counterparty to any Shared Corporate Contract in furtherance of its obligations under this Section 5.06.

  • None of the Company or any of its Subsidiaries shall be required to commence any litigation or offer to grant any material accommodation (financial or otherwise) to any counterparty to any Shared Corporate Contract in furtherance of its obligations under this Section 5.06.

  • No Sold Company or Sold Subsidiary is party to any Shared Corporate Contract.


More Definitions of Shared Corporate Contract

Shared Corporate Contract means any Contract (a) to which any (i) Seller Party (other than a Sold Company or a Sold Subsidiary) is a party, (ii) Sold Company or Sold Subsidiary is a party, and (iii) third party that is not Affiliated with the Company is a party, (b) which benefits both the Business and one or more Excluded Businesses, and (c) pursuant to which the Business purchased goods, property or services from such non-Affiliated third party in excess of an aggregate of $1,000,000 in the fiscal year ended January 3, 2020; provided, that Shared Corporate Contract shall not include (i) Insurance Policies, (ii) Sellers’ Benefit Plans, (iii) Business Guarantees, (iv) Contracts with respect to Indebtedness for borrowed money, (v) Permits,(vi) Contracts relating to any services listed on Section 3.7 of the Disclosure Letter, or (vii) any service addressed in the schedules to the Transition Services Agreement.
Sample 1

Related to Shared Corporate Contract

  • Separate Contractor means a contractor, other than the Contractor or any of its subcontractors, to whom the Government has awarded a contact for construction of a portion of the project.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Affiliate Contract means any contract or agreement between the Company or any of its Subsidiaries (including the Partnership Group), on the one hand, and any Member or Members or any Affiliate or Affiliates of Members, on the other hand.

  • relevant employer means any company incorporated or registered under the Companies Act (Cap. 50) or any person registered under the Business Names Registration Act 2014;

  • Relevant Employee means the Previous Contractor Employees, the Previous Contractor Third Party Employees and Previous Contractor Sub-contractor Employees;

  • Shared Contract shall have the meaning set forth in Section 2.8(a).

  • Contract employee means an employee performing services under a PEO services contract or temporary help services contract.

  • Shared Services Agreement means an agreement entered into between two or more municipalities, including the District Municipality, whereby the participating municipalities agree to share services described in the agreement;

  • Relevant Employees means the employees who may be affected by a change referred to in subclause (1).

  • Management Employee means an employee having responsibility for formulating, administering or managing the implementation of District policies and programs.

  • Exempt employee means an at will employee who serves at the discretion of the appointing authority in a position that is exempted by State law, the City Charter or SMC 4.13 from compliance with the provisions of the Personnel Rules or SMC Title 4 related to selection, discipline, termination or appeals of personnel actions to the Civil Service Commission.

  • Shared Service means any service, other than a Utility Service or a For Profit Affiliate Service, provided on a Cost Recovery Basis by a Utility to an Affiliate or by an Affiliate to a Utility.

  • Parent Employee means, a current employee of Parent or any of its Subsidiaries.

  • Related Entity as used in this Invention and Patent Rights Article means a contractor, subcontractor, grantee, or other entity having a legal relationship with NASA or Partner assigned, tasked, or contracted with to perform activities under this Agreement.

  • Company Employee means an employee of the Company or an employee of a Subsidiary of the Company, if any.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • U.S. Employee means a person who is an employee of the Company (or of any Subsidiary) for purposes of section 422 of the Code.

  • Shared Personal Data means the personal data to be shared between the parties under clause 1.2 of this agreement to enable the parties to fulfil their obligations under the terms of this Agreement.

  • Group health benefit plan means any health care plan, subscription contract, evidence of

  • the Group means the Company and its subsidiary undertakings (if any); and

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.

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