RemainCo Entity definition

RemainCo Entity means RemainCo and each of the entities listed on Exhibit III attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.
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RemainCo Entity means any member of the RemainCo Group, but also includes: (a) any entity which was sold or otherwise disposed of or the business of which was discontinued at such time as such entity’s assets, liabilities or results of operations were accounted for within the Nuclear Operations, Technical Services, Nuclear Energy or mPower segments of RemainCo and its Subsidiaries (or any predecessor to such segment); and (b) each of the entities listed on Schedule 1.1(b). For the avoidance of doubt, none of the SpinCo Entities and none of the entities listed on Schedule 1.1(c) or Schedule 1.1(d) shall be deemed to be a RemainCo Entity.
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RemainCo Entity has the meaning set forth in the Master Separation Agreement.
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Examples of RemainCo Entity in a sentence

  • Except as otherwise provided in this Agreement, each former employee of any member of the RemainCo Group or any member of the SpinCo Group as of the Employee Transfer Date will be considered a former employee of the RemainCo Group or the SpinCo Group based on his employer as of his last day of employment with any RemainCo Entity or SpinCo Entity.

  • In the event that ownership or operation of such a location is not known with respect to a Crossover Claim, responsibility for the claim will be allocated to SpinCo if the employee was employed by a SpinCo Entity at the time of last injurious exposure and to RemainCo if the employee was employed by a RemainCo Entity at the time of last injurious exposure.

  • The term is often used as a synonym for the decision to outsource, with expressions such as “make or buy”, “integration/disintegration of activities” or “outsourcing” being common ( Gilley and Rasheed, 2004; Espino- Rodrı´guez and Gil-Padilla, 2005).

  • To the extent not previously provided, RemainCo shall (at its own cost and expense), to the extent that a Pre-Distribution Income Tax Return or Straddle Period Tax Return includes items of any RemainCo Entity, prepare and provide or cause to be prepared and provided to SpinCo a Tax Package relating to such Tax Return.

  • Immediately after consummation of the Spin-Off and the other transactions contemplated by the Separation Agreement, except for this Agreement and the Separation Agreement, (i) the RemainCo Entities will owe no obligations or Liabilities to the SpinCo Entities and the SpinCo Entities will owe no obligations or Liabilities to the RemainCo Entities, and (ii) there will be no Contracts between any RemainCo Entity, on the one hand, and any SpinCo Entity, on the other hand.

  • Since January 1, 2018, there has been no Proceeding pending or, to the Knowledge of BP, threatened in writing, against any RemainCo Entity or any Group Company alleging any of the foregoing.

  • Except as otherwise provided in this Agreement, any such request for reimbursement must be made by RemainCo as promptly as practicable following, but in no event later than one hundred twenty (120) days following, the date on which such obligations or Liabilities are satisfied or assumed, as applicable, by a RemainCo Entity.

  • As of the Distribution Date, RemainCo (acting directly or through any RemainCo Entity) shall be solely responsible for compliance under ERISA and all other applicable Law with respect to each RemainCo Benefit Plan, and SpinCo (acting directly or through any SpinCo Entity) shall be solely responsible for compliance under ERISA and all other applicable Law with respect to each SpinCo Benefit Plan.

  • Following the Effective Time, RemainCo (acting directly or through any RemainCo Entity) shall be responsible for any and all Liabilities and other obligations with respect to the RemainCo Director Stock and Deferral Plan, and SpinCo (acting directly or through any SpinCo Entity) shall be responsible for any and all Liabilities and other obligations with respect to the new SpinCo Director Stock and Deferral Plan.

  • RemainCo shall reimburse SpinCo for any Accrued PTO paid to RemainCo Employees by any SpinCo Entity upon their transfer of employment from any SpinCo Entity to any RemainCo Entity in connection with the Internal Distribution and/or the External Distribution.

Related to RemainCo Entity

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo shall have the meaning set forth in the Preamble.

  • RemainCo shall have the meaning set forth in the Preamble.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Group Business Entity means;

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(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.

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • IAC means IAC/InterActiveCorp, a Delaware corporation.

  • COP means the conference of the parties to the Convention;