Spinco Group Sample Clauses
The "Spinco Group" clause defines the group of entities that are included under the term "Spinco" for the purposes of a transaction or agreement, typically in the context of a corporate spin-off. This clause specifies which subsidiaries, affiliates, or business units are considered part of the Spinco Group, often by listing them directly or referencing organizational charts or schedules. By clearly delineating the scope of the Spinco Group, the clause ensures that all parties understand which entities are subject to the rights, obligations, and liabilities set forth in the agreement, thereby preventing disputes and ensuring clarity in the division of assets and responsibilities.
Spinco Group. For purposes of this Agreement, the "Spinco Group" shall mean (i) Spinco, (ii) Spinco's subsidiaries, and (iii) those corporations and other entities whose stock or ownership interests will be contributed to Spinco prior to the Spin-Off Date, all of such subsidiaries of Spinco and such corporations and other entities being listed on Exhibit A attached hereto. Unless otherwise specified, whenever Items of Loss or Tax Benefit (as defined below) of Spinco are referred to in this Agreement the reference shall be to the collective amounts of such items for the Spinco Group. For purposes of this Agreement, items of income, gain, loss, deduction, credit, or other Tax attributes are referred to as "Items of Loss or Tax Benefit".
Spinco Group. Spinco shall prepare and file or cause to be prepared and filed (i) all Tax Returns of the Spinco Group for all taxable periods beginning after the Distribution Date and (ii) all Tax Returns involving only one or more members of the Spinco Group for all taxable periods, and Spinco shall pay or cause to be paid all Income Taxes shown to be due and payable by any member of the Spinco Group on such Tax Returns.
Spinco Group. (a) Spinoff Plan 6.5(a) Assumed Actions 6.5(b) Transferred Actions This SEPARATION AGREEMENT (this “Agreement”), dated as of [•], 20[•], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and ▇▇▇▇▇ Properties, Inc., a Delaware corporation (“Spinco”). Capitalized terms used herein shall have the meanings assigned to them in Article I hereof or as otherwise expressly set forth herein.
Spinco Group. 2.1 (a) Spinoff Plan
Spinco Group. Spinco Group" means Spinco, Maxtor, each Subsidiary and Affiliated Company of Spinco immediately after the Separation Date and each Person that becomes a Subsidiary or Affiliated Company of Spinco after the Separation Date.