Spin-Off Business definition
Examples of Spin-Off Business in a sentence
For the avoidance of doubt, the Subsidiaries do not include Merger Sub, and Merger Sub has no interest in or involvement with the Spin-Off Business.
Spin-Off Entity acknowledges and agrees that it is obligated to indemnify, defend and hold harmless Public Company, Merger Partner and Merger Sub with respect to any and all liabilities of the Subsidiaries and any and all liabilities and obligations arising from or related to the Spin-Off Business or the Spin-Off Entity.
Employee further agrees not to maintain any copies of any documents, writings or materials that Employee came to possess or otherwise acquired as a result of or in connection with Employee’s employment with the Company outside of Employee’s assigned Spin-Off Business, or to make any copies of said property available to any third party unless approved by the Company.
The Spin-Off Entity also shall indemnify, defend and hold the Disposition Indemnitees harmless, against any Losses incurred by the Disposition Indemnitees from Disposition Indemnitees becoming a party to or participant in, or being threatened to be made a party to or participant in, any Proceeding by a Third Party (a “Third Party Claim”) by reason or arising out of the Disposition or the Spin-Off Entity’s operation of the Spin-Off Business following the Closing (an “Indemnifiable Event”).
The Outdoor Business Assets (together with (i) the Administrative Assets, (ii) the Spin-Off Office Items, (iii) the Spin-Off Internet Items, (iv) the Seller Marks relating to the Outdoor Business, (v) the Seller Retained Employees, (vi) the Shared Contracts which are Spin-Off Business Assets and (vi) any Software not constituting Outdoor Intellectual Property) are materially all of the assets that were used in generating the financial performance of the Outdoor Business.
Without obviating the obligation of Buyer to account to Seller for any payments received by Buyer from third parties relating to the Spin-Off Business, if Buyer fails to deliver a Buyer’s Statement within such 30 day period following the end of a calendar quarter, Buyer shall be deemed to have no claim for reimbursement relating to the Spin-Off Business for such calendar quarter.
As of the Closing, the Company will not be responsible for any Liabilities of or relating to the Spin-Off Subsidiary or any of its Subsidiaries or the Spin-Off Business, including, without limitation, any Taxes or employment related Liabilities, other than those specifically identified on Section 4.34 of the Company Disclosure Letter.
Prior to or substantially concurrently with the funding on the Initial Funding Date, (i) the Pre-Spin-Off Reorganization will be completed, (ii) the Borrower will hold, directly or through its Restricted Subsidiaries, the Spin-Off Business as described in the Form 10 and (iii) all actions required to consummate the Spin-Off will have been taken (other than those actions contemplated by the Form 10 to be taken after the Initial Funding Date but on or prior to the Spin-Off Date).
The statements in the Offering Memorandum under the heading "Risk Factors -- Risks Relating to the Spin-Off," "Business -- Legal and Environmental Proceedings", and "United States Federal Tax Consequences" are correct in all material respects and fairly summarize the legal matters and material tax consequences, as the case may be, described therein.
The aggregate amount of payments referred to in clause (i) above, less the aggregate amount of payments referred to in clause (ii) above, in each case for an applicable period, is referred to herein as the “Buyer’s Spin-Off Business Balance” for such period (which amount may be a negative number).