Spinco Released Liabilities definition

Spinco Released Liabilities shall have the meaning set forth in Section 6.1(a)(ii).
Spinco Released Liabilities shall have the meaning set forth in Section 3.1(a)(ii). “Spinco Released Parties” shall have the meaning set forth in Section 3.1(a)(i). “Spinco Restricted Cash” means cash and cash equivalents of the members of the Spinco Group that constitute “restricted cash” under GAAP or that otherwise cannot be freely used without violation of Law or breach of Contract, including: (a) any cash held by any member of the Spinco Group to secure or otherwise provide payment for any outstanding letters of credit obligations of any member of the Spinco Group; (b) security deposits of the members of the Spinco Group in respect of obligations of members of the Spinco Group; (c) jackpot restricted cash and (d) cash set aside to fund deferred purchase price and a contingent earnout related to that certain Share Purchase Agreement dated as of April 8, 2022, by and among Remainco, GStar Tech Limited, Darom Holdings Tech Limited, Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxxxx.
Spinco Released Liabilities shall have the meaning set forth in Section 3.1(a)(ii). “Spinco Released Parties” shall have the meaning set forth in Section 3.1(a)(i). “Spinco Restricted Business” means the design, development, assembly, distribution and provision to the types of customers of the Spinco Business (e.g., casinos, online casinos (real money and social) and, with respect to video lottery, Governmental Authorities) of the types of goods and services provided by the Spinco Business. “Spinco Restricted Cash” means cash and cash equivalents of the members of the Spinco Group that constitute “restricted cash” under GAAP or that otherwise cannot be freely used without violation of Law or breach of Contract, including: (a) any cash held by any member of the Spinco Group to secure or otherwise provide payment for any outstanding letters of credit obligations of any member of the Spinco Group; (b) security deposits of the members of the Spinco Group in respect of obligations of members of the Spinco Group; (c) jackpot restricted cash and (d) cash set aside to fund deferred purchase price and a contingent earnout related to that certain Share Purchase Agreement dated as of April 8, 2022, by and among Remainco, GStar Tech Limited, Darom Holdings Tech Limited, Xxxxxxx Xxxx Xxxxxxx, Xxx Xxxxx Xxxxx and Xxxxxxx Xxxxx Xxxxxxx. “Spinco Shortfall Amount” shall have the meaning set forth in Section 2.3(j)(i). “Spinco Target Net Working Capital” means Four Hundred Sixty Million Dollars ($460,000,000). “Spinco Transaction Accounting Principles” means the accounting principles, policies, procedures and methodologies, categorizations, asset recognition bases, definitions, practices and techniques set forth on Schedule 1.1(l). “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Stand-Up” shall have the meaning set forth in Section 1.15(a). “Stand-Up Plan” shall have the meaning set forth in Section 1.15(c). “Subsidiary” of any Person means any corporation, general or limited partnership, joint venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) at the time of determination (a) the issued and outstanding capital stock or other equity interests having ordinary voting power to elect a majority of the board

More Definitions of Spinco Released Liabilities

Spinco Released Liabilities shall have the meaning set forth in Section 3.1(a)(ii).

Related to Spinco Released Liabilities

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.