Common use of Spin-Off Transaction Clause in Contracts

Spin-Off Transaction. For purposes of establishing a separate entity to operate what is now Target’s Access and Digital Home businesses, as such businesses are more particularly described in Schedule 6.10 (collectively, the “Excluded Business”), and ensuring that such Excluded Business will not be part of the business of the Surviving Corporation after the Effective Time, prior to the Closing: (a) Target shall form a company (“SpinCo”) as its wholly-owned subsidiary pursuant to organizational documents substantially in the form attached hereto as Exhibit F; (b) Target, the applicable Subsidiaries of Target, and SpinCo shall enter into an Asset Transfer Agreement substantially in the form attached hereto as Exhibit G; and (c) SpinCo, the Surviving Corporation and, as applicable, Acquiror shall enter into a License Agreement and a Transition Services Agreement substantially in the form attached hereto as Exhibits H-1 and H-2, respectively, each of which will take effect at the Effective Time (the “Spin Effective Time) and be subject to consummation of the Merger. The agreements and other documents referred to in the foregoing Subsections (a), (b) and (c) of this Section 6.10 shall be referred to collectively as the “Spin-Off Documentation”. The parties hereto shall cooperate reasonably with each other and with the respective Representatives of the other parties in connection with any documents to be executed or other actions to be taken as may be necessary or advisable for purposes of consummating the Spin-Off Transaction.