Spinoff Agreement definition

Spinoff Agreement has the meaning set forth in Section 5.5(a).
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Spinoff Agreement shall have the meaning ascribed thereto in Recital A.
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Spinoff Agreement means that certain Amended and Restated Spinoff Agreement, dated April 25, 2007, by and among NACCO, Housewares Holding Company, Holdings and the Borrower.
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Examples of Spinoff Agreement in a sentence

  • Spinoff Agreement among Liberty Media Corporation, Universal Studios, Inc.

  • Unless otherwise required by applicable Law, the Parties will characterize any Indemnity Payment made pursuant to this Agreement or any Spin-off Agreement in the same manner as if such payment were a contribution made by Greatbatch to Nuvectra or as a distribution made by Nuvectra to Greatbatch, as the case may be, immediately before the Distribution Time.

  • Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Spin-off Agreement during the course of dispute resolution pursuant to the provisions of this Article V with respect to all matters not subject to such Dispute.

  • Prior to any Spin-off Distribution, the Investor shall, and the Company shall cause the Spin-off Company to, enter into an agreement memorializing the Spin-off Agreement.

  • On December 19, 2008, through “the Spin-off Agreement of BRI’s Sharia Business Unit” No. 27 dated December 19, 2008 of Notary Fathiah Helmi, S.H., BRI agreed to spin-off BRI’s Sharia Business Unit (“UUS BRI”) into BSB effective from January 1, 2009.

  • Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the transfer pursuant to section 8 of this Spin-off Agreement, are not transferred by this Spin-off Agreement.

  • Under each Spin-off Agreement, VWFSAG and Volkswagen Aktiengesellschaft are mutually obliged to indemnify each other upon first demand from any liabilities, obligations or claims for security, which have not been allocated to the respective party under the relevant Spin-off Agreement, if and to the extent such liabilities, obligations or claims for security are asserted by creditors pursuant to Section 133 of the German Transformation Act or other statutory or contractual provisions.

  • No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by this Agreement or the Spin-off Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

  • The Contribution and Spin transaction will not occur unless the conditions to closing set forth in Section 6 of the Contribution and Spin-off Agreement, including approval by the Commission, have been satisfied.

  • The Spin-off Assets of Xxxx Xxxxxxxx SE include exclusively those assets, legal relationships, rights, data and liabilities described in more detail below in section 4 to section 11 of this Spin-off Agreement.

Related to Spinoff Agreement

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Support Agreement has the meaning set forth in the Recitals.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Combination Agreement has the meaning in the recitals hereto.

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Support Agreements has the meaning set forth in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;