Delayed SpinCo Asset shall have the meaning set forth in Section 2.4(c).
Delayed SpinCo Asset shall have the meaning set forth in Section 2.4(c). “Delayed SpinCo Liability” shall have the meaning set forth in Section 2.4(c).
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Group has the meaning set forth in the Separation Agreement.
SpinCo shall have the meaning set forth in the Preamble.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
Tax Asset means any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute that could be carried forward or back to reduce Taxes (including deductions and credits related to alternative minimum Taxes).
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Transferred Employee has the meaning set forth in Section 6.01(a).
Transfer Time means, in relation to any Subsequent Account Holder’s Entry, the time at which such Entry is credited to his Securities Account.
Shared Contract shall have the meaning set forth in Section 2.8(a).
SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes thereto, as of March 31, 2019, as presented in the Information Statement.
Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Business Employee means any employee who is employed by Seller, the Company or any of their respective Affiliates (regardless of whether such employee is inactive due to illness, disability, workers’ compensation or other approved leaves of absence) whose services are primarily related to the Business.