SpinCo IT Assets means all Information Technology owned by either Party or any member of its Group as of immediately prior to the Effective Time that is primarily used or primarily held for use in the SpinCo Business.
SpinCo IT Assets means the Software and other IT Assets owned by either Party or any member of its Group as of immediately prior to the Effective Time that are primarily used or primarily held for use in the SpinCo Business, provided, however, that in no event shall any IT Assets that are licensed to SpinCo or any of its Affiliates pursuant to any Ancillary Agreement be included in the definition of SpinCo IT Assets.
SpinCo IT Assets means, collectively, (a) (i) all IT Assets dedicated to manufacturing Assets that constitute SpinCo Assets (together with the software applications loaded therein) owned or leased by either Party or any other member of its Group as of immediately prior to the Effective Time, (ii) all infrastructure site information technology hardware owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is located on a SpinCo Real Property, (iii) those Internet Protocol addresses set forth on Schedule 1.1(n), and (iv) all information technology hardware owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that are used exclusively or primarily by end-users of the SpinCo Business, other than any such information technology hardware that is leased under a Shared Contract or is located at a site that is not a SpinCo Real Property; and (b) all IT Assets that are software applications owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that are exclusively or primarily used by the SpinCo Business; provided that licensed software shall only be included to the extent that the license for such software is a SpinCo Contract or SpinCo independently has its own license for such software).
Examples of SpinCo IT Assets in a sentence
The “Effective Date” of this Agreement shall be the date upon which Verus provides notice to all Parties that this Agreement has been executed by twenty (20) Participating States, and the notice shall occur promptly following those executions.
More Definitions of SpinCo IT Assets
SpinCo IT Assets means the computers, software and software platforms, databases, hardware, websites, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment that are owned or controlled by the Spinco Entities and used in connection with the operation of the Spinco Business.
SpinCo IT Assets shall have the meaning set forth in Section 1.1(131)(xii).
SpinCo IT Assets has the meaning set forth in the Separation and Distribution Agreement.
SpinCo IT Assets shall have the meaning set forth in the RMT Transaction Agreement.
SpinCo IT Assets shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Leases” shall have the meaning set forth in the definition of “Spinco Assets”. “Spinco Liabilities” means all of the following Liabilities of the members of the Spinco Group, in each case, excluding the Remainco Retained Liabilities irrespective of whether the same shall arise prior to, on or following the Equity Sale Closing Time: (i) all Liabilities of the members of the Spinco Group to the extent such Liabilities arise out of the ownership, operation, use or conduct of the Spinco Assets or the Spinco Business following the Equity Sale Closing Time; (ii) any and all Liabilities to the extent relating to, arising out of or resulting from the ownership, operation, use or conduct of the Spinco Business or the Spinco Assets or any Spinco Former Business, whether prior to, at or after the Equity Sale Closing Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee (other than any Liabilities relating to claims brought by or on behalf of any Spinco Employee or Former Spinco Employee, in each case to the extent allocated to a Party under Section 1.2 of the Employee Matters Agreement), agent, distributor or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Spinco Group) or listed on Schedule 1.1(u); (iii) all Liabilities to the extent relating to, arising out of or resulting from the Spinco Contracts, whether arising prior to, on or after the Equity Sale Closing Time or the actions or omissions of Spinco or any of its Affiliates; (iv) all Liabilities to the extent reflected on the Spinco Reference Balance Sheet; (v) all Liabilities to the extent arising out of or resulting from any claim by a Third Party to the extent relating to the ownership, operation or of the Spinco Business, the Spinco Assets or the other Spinco Liabilities; (vi) all Liabilities to the extent relating to, arising out of or resulting from the lease, use or occupancy of the Real Property, in each case, whether arising prior to, on or after the Equity Sale Closing Time; (vii) all Liabilities to the extent relating to, arising out of or resulting from in any way to the environment or human health and safety, or arising under Environmental Laws in connection with the ownership or operation of the Spinco Business (including the Spinco Assets), whether arising prior to, on or after th...
SpinCo IT Assets shall have the meaning set forth in the definition of “Spinco Assets”.