SPINOFF RELATED ITEMS Sample Clauses

The "Spinoff Related Items" clause defines the treatment of assets, liabilities, contracts, or obligations that are associated with a business unit or division being separated from a parent company through a spinoff. In practice, this clause specifies which items will transfer to the new entity and which will remain with the original company, often detailing procedures for allocating intellectual property, employee agreements, or ongoing litigation. Its core function is to ensure a clear and equitable division of responsibilities and assets, thereby minimizing disputes and confusion during the spinoff process.
SPINOFF RELATED ITEMS. (a) RESTRICTIONS ON CERTAIN POST-DISTRIBUTION ACTIONS.
SPINOFF RELATED ITEMS 

Related to SPINOFF RELATED ITEMS

  • Investment Related Property Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

  • ASSISTANCE IN RELATED PROCUREMENTS 5.1. Where a Relevant Supplier is bidding to provide New Services in circumstances where the Supplier or an Affiliated Company of the Supplier is already providing (or due to provide Legacy Services to a Contracting Body, the Supplier shall promptly provide the relevant Contracting Body and/or the Relevant Supplier with all reasonable information and assistance as may be required from time to time to enable the relevant Contracting Body and/or the Relevant Supplier, as appropriate, to: 5.1.1. carry out appropriate due diligence with respect to the provision of the New Services; 5.1.2. effect a smooth transfer and/or inter-operation (as the case may be) between the Legacy Services and the New Services; 5.1.3. carry out a fair Further Competition Procedure for the New Services; and 5.1.4. make a proper assessment as to the risk related to the New Services. 5.2. When performing its obligations in Clause 5.1 the Supplier shall act consistently, applying principles of equal treatment and non-discrimination, with regard to requests for assistance from and dealings with each Relevant Supplier.

  • Leave With Pay for Family-Related Responsibilities (a) For the purpose of this clause, family is defined as any relative permanently residing in the employee’s household or with whom the employee permanently resides, the employee’s spouse, (or common-law partner resident with the employee), children (including ▇▇▇▇▇▇ children and children of legal or common-law partner) or parents (including step-parents or ▇▇▇▇▇▇-parents). (b) The Council shall grant leave with pay under the following circumstances: (i) When alternate arrangements are not possible, an employee shall be granted up to one (1) scheduled working day’s leave for a medical or dental appointment when the dependent family member is incapable of attending the appointment by himself/herself, or for appointments with appropriate authorities in schools or adoption agencies. An employee requesting leave under this provision must notify his/her supervisor of the appointment as far in advance as possible; (ii) To provide for the immediate and temporary care of a sick member of the employee's immediate family and to provide an employee with time to make alternate care arrangements where the illness is of a longer duration; (iii) Fifteen (15) hours’ leave with pay for needs directly related to the birth or to the adoption of the employee's child. (c) The total leave with pay which may be granted under sub-clause (c) (i), (ii) and (iii) shall not exceed thirty- seven decimal five (37.5) hours in a fiscal year. ** (d) Seven decimal five (7.5) hours out of thirty-seven decimal five (37.5) hours stipulated in clause 19.16 (c) above may be used: (i) to attend school functions, if the supervisor was notified of the functions as far in advance as possible; (ii) to provide for the employee’s child in the case of an unforeseeable closure of the school or daycare facility; (iii) to attend an appointment with a legal or paralegal representative for non- employment related matters, or with financial or other professional representative, if the supervisor was notified of the appointment as far in advance as possible. (e) Where, in respect of any period of compensatory leave, an employee is granted leave with pay for illness in the family under sub-paragraph (b) (ii) above, on production of a medical certificate, the period of compensatory leave so displaced shall either be added to the compensatory leave period, if requested by the employee and approved by the Council, or reinstated for use at a later date.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Transactions in Foreign Custody Account (a) Except as otherwise provided in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to the foreign securities of the Fund held outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of this Contract to the contrary, settlement and payment for securities received for the account of each applicable Portfolio and delivery of securities maintained for the account of each applicable Portfolio may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of this Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities.