Spinco Party definition

Spinco Party or “Spinco Parties” means, individually or collectively, Fountain and Athens NA.
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Examples of Spinco Party in a sentence

  • Except as otherwise permitted hereunder, (i) each Spinco Party presently has no intention of selling directly any part of its interest in the Arena and (ii) except for the securities described on Schedule 1 hereto, there are no options, warrants, put or call rights or any other rights of acquisition or conversion that would entitle any person or entity to acquire any direct or indirect interest, whether equity or otherwise, in any Spinco Party.

  • Each Spinco Party will use the Licensed Marks solely (i) in accordance with good trademark practice; and (ii) in connection with products, services, content and materials maintaining quality levels at least as high as those of Walter’s past practice and that reflect favorably on Xxxxxx.

  • Each Spinco Party shall, at its sole expense, comply at all times with all applicable laws, regulations, rules and reputable industry practice pertaining to the Licensed Business and its use of the Licensed Marks.

  • Each Spinco Party may adopt and use as Trademarks any variations of the Licensed Marks on Part I of Exhibit A, if such Trademarks use “Xxxxxx” immediately adjacent to the word “Mortgage,” “Reinsurance,” “Investment,” “Finance,” or any other word that reasonably conveys to consumers any services included in the Licensed Business.

  • Each Spinco Party agrees not to question or contest the validity of, or the Xxxxxx Parties’ rights in the Licensed Marks and the associated goodwill.

  • Each Spinco Party agrees that, as between the Xxxxxx Parties and Spinco Parties, the Xxxxxx Parties are the sole and exclusive owners of the Licensed Marks and all intellectual property rights therein.

  • Xxxxxx will cause the transfer of the registrations for the Licensed Domains to a designated Spinco Party within 30 days of the Effective Date, at Spinco’s expense for Walter’s out-of-pocket costs.

  • Each Spinco Party may adopt and use reasonable variations of the Licensed Marks on Part II of Exhibit A in its discretion, subject to Section 1.3. Spinco will give Xxxxxx prompt notice of any such new Trademark, which will be included in the definition of “Licensed Marks” for all purposes hereunder.

  • Each Spinco Party may sublicense the Licensed Marks to agents, distributors and other persons in connection with such Spinco Party’s operation of its own business, but not for the separate or unrelated use of any other person.

  • Each Spinco Party shall, upon the reasonable request and expense of Xxxxxx, take further actions and execute additional documents to establish and perfect the above rights.

Related to Spinco Party

  • 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.

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

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

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

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

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • PayPal s Buyer Protection program

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • MPI means the Borrower’s Ministry of Planning and Investment, and any successor thereto.

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

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • MPC means the Main Press Centre.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Ongoing employee means an employee who has been employed for at least one complete standard measurement period.

  • Abbott has the meaning set forth in the Preamble.