Remainco Retained Asset definition

Remainco Retained Asset shall have the meaning set forth in the Separation Agreement. “Remainco Retained Business” shall have the meaning set forth in the Separation Agreement. “Remainco Taxes” means, without duplication, (a) any Remainco Consolidated Taxes, (b) any Taxes that are attributable to the Remainco Retained Assets or the Remainco Retained Business, (c) any Taxes attributable to a member of the Spinco Group with respect to any Pre- Distribution Period and (d) any Taxes imposed on a member of the Spinco Group with respect to the Separation (and any restructuring in connection therewith), the issuance of the Remainco Note, the Spinco Contribution, the Cash Payment, the Distribution, the Merger and the Second Step Merger. “Required Company” shall have the meaning set forth in Section 3.02(a). “Responsible Company” means, with respect to any Tax Return, the Company (or member of the Remainco Group or Spinco Group, as applicable) having responsibility for preparing and filing such Tax Return under this Agreement. “Retention Date” shall have the meaning set forth in Section 7.01. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Single Business Tax Return” means any Tax Return including any consolidated, combined or unitary Tax Return that reflects or reports Tax Items relating only to the Remainco Retained Business, on the one hand, or the Spinco Business, on the other (but not both). “Spinco” shall have the meaning set forth in the Preamble. “Spinco Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent a member of the Spinco Group would be solely responsible for any resulting Tax or solely entitled to receive any resulting refund under this Agreement. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Common Stock” shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2
Remainco Retained Asset shall have the meaning set forth in the Separation Agreement. “Remainco Retained Business” shall have the meaning set forth in the Separation Agreement. “Remainco Retained Properties” means each of the properties identified on Schedule 3 attached hereto. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Spinco” shall have the meaning set forth in the Preamble. “Spinco Asset” shall have the meaning set forth in the Separation Agreement. “Spinco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Spinco Assigned Properties” means each of the properties identified on Schedule 1 attached hereto. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Contribution” shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in the Separation Agreement. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Properties” means each of the properties identified on Schedule 4 attached hereto. “Spinco Unit Transfer” shall have the meaning set forth in the Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subleased Property” means each of the properties identified on Schedule 5 attached hereto. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Third Party” shall have the meaning set forth in the Merger Agreement. “Transaction Documents” shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2
Remainco Retained Asset shall have the meaning set forth in the Separation Agreement.
Sample 1Sample 2

Examples of Remainco Retained Asset in a sentence

  • Spinco shall cooperate with Remainco and shall use reasonable best efforts to finalize or effectuate the Transfer of any Permits to a member of the Remainco Group that is designated as an Remainco Retained Asset and that is not already Transferred to a member of the Remainco Group as of the Closing Date.

Related to Remainco Retained Asset

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

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

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

  • 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 Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • 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.

  • Transfer Date means, in relation to a transfer, the later of:

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.