Examples of Spinco Companies in a sentence
The Parties acknowledge that certain Shared Contracts (Spinco Companies) require Spinco (or its applicable Subsidiaries) to obtain the consent of a Governmental Authority to subcontract a portion of the work.
Except as set forth in Section 2.16(e)(iii) of the Remainco Disclosure Letter, none of the Spinco Companies or any Remainco Affiliate maintains, establishes, sponsors, participates in or contributes, has an obligation to contribute to, or has any Liability with respect to, any defined benefit pension plan that is subject to any Legal Requirement other than any United States federal, state or local Legal Requirement.
Remainco and its Subsidiaries (to the extent related to the Spinco Business) and each of the Spinco Companies are, and at all times since January 1, 2018 have been, in compliance with the terms and requirements of such Governmental Authorizations, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Spinco Business.
If the Governmental Authority refuses to reverse its decision, the Parties shall promptly meet to discuss alternative means to allow the Parties to fulfill their respective obligations under such Shared Contract (Spinco Companies).
Based Assessment final report, analysis of alternatives, and initial capability document.
Without limiting the foregoing, the term “Proprietary Information” shall include all pricing data and information disclosed by any Party, including any such data or information disclosed in connection with a Shared Contract (Spinco Companies) under this Agreement.
Each of Remainco and the Spinco Companies has complied with its Organizational Documents except for such non-compliance that, individually or in the aggregate, has not had and would not reasonably be expected to have a Spinco Material Adverse Effect.
To the extent that, under the terms of any Shared Contracts (Spinco Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements.
The Shared Contracts (Spinco Companies) shall be transferred and novated to the Spinco Companies as Transferred Assets, pursuant to the terms and conditions of the Separation Agreement and the other Transaction Documents.
The Spinco Companies exclusively own all right, title and interest to and in the Owned Spinco IP free and clear of any Encumbrances other than Permitted Encumbrances.