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

  • This applies accordingly for any gaps in this Spin-off Agreement.

  • 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.

  • It was problematic to define the boundaries of the SIE-field; there are several related phenomena that are part of the discourse around LEE but which are not included in this study (energy storage and flexibility/balancing services).

  • 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.

  • 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.

  • Deposit payroll tax for payments on Dec 17-20 if the semiweekly deposit rule applies.

  • 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.

  • Other assets, legal relationships, rights, data or liabilities, especially the assets expressly excluded from the trans- fer pursuant to section 12 of this Spin-off Agreement, are not transferred by this Spin-off Agreement.

  • The Spinoff shall have occurred or shall be expected to occur simultaneously with or after the Merger and Parent shall have reasonably determined in good faith that the Spinoff will not result in any material Tax Liability (which is to be a Liability of the Parent California Subsidiary after the Spinoff pursuant to the terms of the Spinoff Agreement).

Related to Spinoff Agreement

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

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • 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 has the meaning specified in the Recitals.

  • 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 shall have the meaning set forth in Paragraph 2(b) hereof.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means: