Spinco Asset definition

Spinco Asset shall have the meaning set forth in the Separation Agreement. “Spinco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Spinco Assigned Properties” means each of the properties identified on Schedule 1 attached hereto. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Contribution” shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Properties” means each of the properties identified on Schedule 4 attached hereto. “Spinco Unit Transfer” shall have the meaning set forth in the Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2
Spinco Asset has the meaning assigned to such term in the Spinco Third Lien Exchange Agreement.
Sample 1Sample 2
Spinco Asset has the meaning assigned in the SDA.
Sample 1Sample 2

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.

  • SCHEDULE B TO SECURITY AGREEMENT Subsidiaries prior to the Spinco Asset Transfer.

  • SCHEDULE 6 TO SECURITY AGREEMENT Schedule 6(a) Pledged Equity Pledged Equity prior to the Spinco Asset Transfer.

  • Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Calle La Primavera Dana Point CA 000 Xxxxxxx Xxxx Berkeley CA 000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 000 Xxxx Xxxxx Sea Grit NJ SCHEDULE 5 TO SECURITY AGREEMENT Other Names Other names immediately after the Spinco Asset Transfer.

  • Under certain circumstances, in lieu of transferring the specified assets, the Investment Agreements permit either (i) the creation of a synthetic instrument that would place Spinco in the same economic position as if such Spinco Asset had been transferred, or (ii) the contribution to Spinco of an asset having reasonably equivalent economic value and financial impact in the event that the creation of a synthetic instrument is not practicable.

  • Delaware Common $ 0.01 1 1,000 Authorized 1,000 Outstanding 100 % Pledged Equity immediately after the Spinco Asset Transfer.

  • 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.

  • In the event that General Growth is not able to obtain a consent with respect to a Spinco Asset, the Investment Agreements require that either (i) a synthetic instrument be created that would place Spinco in the same economic position as if such Spinco Asset had been transferred or (ii) an asset having reasonably equivalent economic value and financial impact be contributed to Spinco in the event that the creation of a synthetic instrument is not practicable.

  • 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.

  • Upon such separation of a Shared Contract, the separated Contract will be a Spinco Asset or Excluded Asset, as applicable.


More Definitions of Spinco Asset

Spinco Asset shall have the meaning set forth in the Separation Agreement.
Sample 1

Related to Spinco Asset

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • 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.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

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

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

  • RemainCo shall have the meaning set forth in the Preamble.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Tax Attributes means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period.