Spinoff Entity definition

Spinoff Entity means a Person(s) that acquire(s) all or substantially all of the assets of a unit, division, group or operation that includes any of (i) Lessee, (ii) Lessee’s direct or indirect parent, or (iii) no less than five (5) restaurants operating under the same restaurant brand as is operating at the Property as an ongoing concern (whether by acquisition of assets directly or the acquisition of one or more Persons directly or indirectly hold such assets).
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Spinoff Entity as defined in letter (d) of Section 9.3.
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Examples of Spinoff Entity in a sentence

  • The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of such Spin-off Entity (or any member of its respective SAG).

  • For purposes of this Section 6.02(b)(iv), a merger of a Spin-off Entity (or a member of its SAG) with and into any Person shall constitute a disposition of all of the assets of such Spin-off Entity or such member.

  • The percentages of gross assets or consolidated gross assets of such Spin-off Entity or its respective SAG, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of such Spin-off Entity and the members of its respective SAG as of the Closing Date.

  • Except as set forth in Section 5.07 of the Blockchain Alliance Disclosure Schedule, Blockchain Alliance shall cause all Contracts, commitments or arrangements between or among any Spin-off Entity, on the one hand, and any of its Related Person, on the other hand, to be terminated effective as of the First Closing without continuing liability of any kind on any Spin-off Entity, and Blockchain Alliance shall deliver written evidence of such termination to the Company at or prior to the First Closing.

  • Until the Spinoff is completed, all assets and liabilities of the Redomestication Surviving Corporation’s existing business shall remain with the Redomestication Surviving Corporation and shall be conveyed to the Spinoff Entity.

  • GMS’ obligation to contract with any Spin-off Entity shall be subject to the applicable Spin-off Entity meeting the reasonable client and new business approval criteria of GMS in relation to the Services, generally applicable to new business.

  • Since the incorporation date of respective Spin-off Entity, there has been no organized strike, slowdown, work stoppage or lockout, or similar activity or, to the Knowledge of Blockchain Alliance, threat thereof, by or with respect to any employee of the Spin-off Entities or any Transferred Employee.

  • Blockchain Alliance agrees that for a period of twenty-four (24) months following the First Closing, it will not and it will ensure that its Affiliates (and any Person acting on behalf of or in concert with it or any of its Affiliates) will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of any Spin-off Entity.

  • No Spin-off Entity has extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer of Blockchain Alliance Group Company.

  • To the Knowledge of Blockchain Alliance, no audit or Action of, or with respect to, any material Tax Return or material Taxes of any Spin-off Entity is currently in progress or threatened.

Related to Spinoff Entity

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Group Business Entity means;

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.