Systems Separation definition

Systems Separation shall have the meaning set forth in Section 2.16.
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Systems Separation shall have the meaning set forth in Section 1.15. “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement. “Tax Attributes” means, with respect to any Tax, any tax basis, net operating loss carryovers, net capital loss carryovers, credits and similar Tax Items. “Tax Authority” shall have the meaning set forth in the Tax Matters Agreement. “Tax Benefit” shall have the meaning set forth in the Tax Matters Agreement. “Tax Item” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” means the Tax Matters Agreement by and among Remainco, Spinco and Merger Partner, dated as of the date hereof, and attached hereto as Exhibit N. “Tax Records” shall have the meaning set forth in the Tax Matters Agreement.
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Systems Separation shall have the meaning set forth in Section 1.15(b)(i). “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement. “Tax Attributes” shall have the meaning set forth in the Tax Matters Agreement. “Tax Benefit” shall have the meaning set forth in the Tax Matters Agreement. “Tax Item” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” means the Tax Matters Agreement by and among Remainco, Spinco and ▇▇▇▇▇▇ Partner, dated as of the date hereof, and attached hereto as Exhibit N. “Tax Return” shall have the meaning set forth in the Tax Matters Agreement. “Technology” shall have the meaning set forth in the Merger Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Third-Party Claim” shall have the meaning set forth in Section 3.4(a). “Third-Party Rights” shall have the meaning set forth in Section 1.4(b). “Trademarks” shall have the meaning set forth in the definition of “Intellectual Property”. “Transaction Documents” means this Agreement, the Merger Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Real Estate Matters Agreement, the Intellectual Property License Agreement, any and all Separation Documents, the Ghostbusters Sublicensing Agreement, the Intercompany Account Termination Agreement, the Jumanji Sublicensing Agreement, the Rhode Island VLT JV Interest Management Contract, the Rhode Island VLT System Subcontract, the Software License and Support Agreement in favor of the Remainco Group, the Software License and Support Agreement in favor of the Spinco Group, the Transition Services Agreement, the ▇▇▇▇▇ ▇▇▇▇▇ Sublicensing Agreement, the Wheel of Fortune Sublicensing Agreement, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sublicensing Agreement, the Support Agreement, or any other agreements to be entered into by and between any member of the Remainco Group, any member of the Spinco Group, any member of the Merger Partner Group or any member of the
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Examples of Systems Separation in a sentence

  • In accordance with the plan, timetables and objectives set forth in the Separation/Migration Plan, each Party shall and shall cause its respective Affiliates to use reasonable commercial efforts to implement and cause the Systems Separation and Data Migration.

  • If and to the extent the Utility Systems Separation Costs exceed $15,000.00, Landlord and Tenant shall each bear fifty percent (50%) of such excess (provided that in no event shall Tenant be obligated to pay more than $17,500.00 of the Utility Systems Separation Costs).

  • To the extent that the IT Systems Separation is not completed by the Closing, Seller shall continue to effect the IT Systems Separation after the Closing pursuant to the terms of the Transition Services Agreement; provided that any expenses derived from the IT Systems Separation shall be treated as “set up charges” under the Transition Services Agreement and shall be the responsibility of the Providing Party (as defined in the Transition Services Agreement).

  • At all times during Purchaser's operation of the Business at the ▇▇▇▇▇▇▇▇▇▇ Facility, including without limitation the Permit Transition Period, Purchaser shall operate the Business in compliance with all Environmental Permits and Transitional Environmental Permits, all applicable Environmental Law and the provisions of the Environmental Systems Separation and Services Agreement.

  • Tenant shall reimburse Landlord within forty-five (45) days after Landlord’s written demand therefor, for Tenant’s share of such excess Utility Systems Separation Costs.

  • Costs and responsibilities for implementing those actions identified in the Environmental Systems Separation and Services Agreement shall be as specified in the Environmental Systems Separation and Services Agreement and Section 14.11 of this Agreement.

  • Purchaser agrees to reimburse Sellers for one-half of any reasonable out-of-pocket costs or expenses incurred by Sellers or its Affiliates in respect of the performance by Sellers of their obligations under the Environmental Systems Separation and Services Agreement or the Shared Site Services Agreement (together with any IT Costs incurred on or prior to the date hereof, "Reimbursed Costs").

  • Remainco shall grant access to Buyer from time to time prior to the Closing in accordance with Section 5.1 (Access and Investigation) of the Merger Agreement and this Section 1.15 to permit Buyer and its Representatives to monitor the completion of the Stand-Up, including the functioning of systems contained in the Systems Separation, and the Data Migration, the preparedness of employees to provide or receive the Services and the preparedness of any third party vendors to provide the Services.

  • Prior to the Closing, Purchaser shall deliver to Sellers a written emergency response plan and procedures for Purchaser's operations at the ▇▇▇▇▇▇▇▇▇▇ Facility in accordance with Section 7.01(b) of the Environmental Systems Separation and Services Agreement.

  • The costs and expenses to accomplish such utilities systems separation (the “Utility Systems Separation Costs”) shall be shared by Landlord and Tenant as follows.