SpinCo Contract definition

SpinCo Contract means the following contracts, agreements, arrangements, commitments or understandings to which either Party or any of its Group Members is a party or by which it or its Assets is bound, whether or not in writing, in each case, immediately prior to the Effective Time:
Sample 1Sample 2Sample 3
SpinCo Contract has the meaning set forth in the Separation and Distribution Agreement.
Sample 1Sample 2Sample 3
SpinCo Contract means any Contract: (a) to which any of the Spinco Companies is a party; (b) by which any of the Spinco Companies, any Spinco IP or any other asset of any of the Spinco Companies is or may become bound or under which any of the Spinco Companies has, or may become subject to, any obligation; or (c) under which any of the Spinco Companies has or may acquire any right or interest.
Sample 1Sample 2

Examples of SpinCo Contract in a sentence

  • SpinCo is solely responsible for establishing its sale price for Supported Products provided to Customers under this Agreement in accordance with the terms of the applicable SpinCo Contract; provided, that, if, due to the frequency of SpinCo’s requested changes of sale price for Supported Products, updating Parent’s and SpinCo’s systems to reflect such changes places a material administrative burden on the Parent Business, the Parties shall discuss in good faith a commercially reasonable solution.

  • To the Knowledge of the Company or SpinCo, (i) as of the date hereof, the Company or one of its Subsidiaries, and (ii) as of the Distribution, a SpinCo Entity, owns or has a valid right to access and use pursuant to a written SpinCo Contract, all SpinCo IT Systems in the manner in which they are currently accessed or used in the conduct of the SpinCo Business.

  • In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract ( provided that such arrangements shall not result in a breachor violation of such Shared Contract by any member of the DevCo Group).


More Definitions of SpinCo Contract

SpinCo Contract means (a) any Contract (other than any Contract that is an Excluded Asset) to which the Company or any of its Subsidiaries is a party or to which any of the SpinCo Assets is subject, in each case that primarily relates to or is primarily used in connection with the SpinCo Business (in any event including the SpinCo Financing Agreements and the SpinCo Real Property Leases), (b) to the extent assignable, the applicable portion of any non-disclosure and confidentiality agreements entered into in connection with the possible sale of the SpinCo Business with any potential purchaser thereof to the extent restricting the use or disclosure of information of the SpinCo Business or any SpinCo Asset (including any such agreement) and (c) the applicable portions of each Shared Contract.
Sample 1
SpinCo Contract means (a) any Contract (other than any Shared Contract and any Contract that is an Excluded Asset) to which the Company or any of its Subsidiaries is a party or to which any of the SpinCo Assets is subject, in each case that relates exclusively to or is used exclusively in connection with the SpinCo Business (in any event including the SpinCo Financing Arrangements), (b) any Shared Contract to which the counterparty is a direct customer, distributor or supplier of the SpinCo Business and that relates primarily to or is used primarily in connection with the SpinCo Business, and (c) to the extent assignable, the applicable portion of any non-disclosure and confidentiality agreements entered into in connection with the possible sale of the SpinCo Business with any potential purchaser thereof to the extent restricting the use or disclosure of information of the SpinCo Business (including any such agreement).
Sample 1
SpinCo Contract shall have the meaning set forth in Section 3.9(a) of this Agreement.
Sample 1
SpinCo Contract shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Contribution” means the contribution of all of the Equity Interests of Gaming Holdco by Remainco to Spinco. “Spinco Counsel” shall have the meaning set forth in Section 4.7(a). “Spinco Credit Support Account” shall have the meaning set forth in in Section 1.10(c). “Spinco Employees” shall have the meaning set forth in the Employee Matters Agreement. “Spinco Estimated Adjustment Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Cash Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Indebtedness Amount” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Net Working Capital” shall have the meaning set forth in Section 2.3(a). “Spinco Estimated Closing Statement” shall have the meaning set forth in Section 2.3(a). “Spinco Excess Amount” shall have the meaning set forth in Section 2.3(j)(i). “Spinco Final Adjustment Amount” shall have the meaning set forth in Section 2.3(i).
Sample 1
SpinCo Contract shall have the meaning set forth in the definition of “Spinco Assets”.
Sample 1

Related to SpinCo Contract

  • sub-contract means the primary contractor’s assigning, leasing, making out work to, or employing, another person to support such primary contractor in the execution of part of a project in terms of the contract;

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

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

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

  • 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.

  • Sub-contracting means the primary contractor’s assigning or leasing or making out work to, or employing another person to support such primary contractor in the execution of part of a project in terms of the contract.

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

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

  • 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).

  • Collective Bargaining Agreement means any Contract that has been entered into with any labor organization, union, works council, employee representative or association.

  • TSA means the Transportation Security Administration.

  • Sub-Contractor means the person named in the Contract for any part of the works or any person to whom any part of the contract has been sublet by the contractor with the consent in writing of the Engineer-in-charge and will include the legal representatives, successors and permitted assigns of such persons.

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

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

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