Spinco Asset definition
Examples of Spinco Asset in a sentence
Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset.
The Parties agree that, after the Effective Time, Information that constitutes a Spinco Asset shall be Information of Spinco for purposes of this Section 8.5 and Harbor shall be deemed a receiving party of such Information for purposes of this Section 8.5.
Spinco shall, and shall cause each member of the Spinco Group to, without further consideration, pay or remit, or cause to be paid or remitted, to Pluto or to another member of the Pluto Group specified by Pluto promptly all money, rights and other consideration received by it or any member of the Spinco Group in respect of such performance (unless any such consideration is a Spinco Asset).
Prior to any such transfer, Verizon shall hold such Spinco Asset in trust for Spinco.
Delaware Common $ 0.01 1 1,000 Authorized 1,000 Outstanding 100 % Pledged Equity immediately after the Spinco Asset Transfer.
The intention of this clause (xiii) is only to rectify any inadvertent omission of transfer or conveyance of any Assets that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Spinco Asset.
Remainco shall cause the applicable Asset Transferors to assign, and Spinco shall cause the applicable Spinco Asset Transferees to accept the assignment of and assume, the respective Asset Transferor’s interest in the Leases of the Spinco Assigned Properties, subject to the other provisions of this Agreement and the terms of the Separation Agreement.
Pluto shall, at its sole cost and expense, use reasonable best efforts to cause any Lien on any Spinco Asset that may serve as collateral or security for any Indebtedness of any member of the Pluto Group to be unconditionally released and discharged (any such unconditional release and discharge, a “Discharge”) prior to the Distribution Time.
The Remainco Group shall cooperate with the Spinco Group and Remainco shall use its reasonable best efforts to finalize or effectuate the transfer of a Permit to the Spinco Group that is designated as a Spinco Asset and that is not already Transferred to a member of the Spinco Group as of the Distribution Date.
Remainco and Spinco shall share the actual costs and expenses equally incurred in connection with obtaining the Lease Consents for those Leases with respect to which the Landlord’s and/or other third parties’ consent is required for an assignment to a Spinco Asset Transferee, as applicable, as contemplated by the Separation Agreement or hereunder, including, without limitation, Landlord’s Consent fees and attorneys’ fees and any costs and expenses.