SpinCo CFC definition

SpinCo CFC means any member of the SpinCo Pre-Transaction Group that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code immediately prior to the Merger.
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Examples of SpinCo CFC in a sentence

  • The Parties agree to allocate all Tax Items for Federal Income Tax purposes for the Tax year that includes the Extraordinary Reduction Date with respect to each such Applicable SpinCo CFC with respect to which such an election is made to any periods ending on or prior to the Extraordinary Reduction Date based on a closing of the books method under Treasury Regulations Section 1.1502-76, to the extent permitted by Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor guidance).

  • Accordingly, Viking shall be responsible for any Federal Income Taxes attributable to such SpinCo CFC for any Pre-Distribution Period, and Parent and SpinCo shall be responsible for any Income Taxes attributable to such SpinCo CFC for any Post-Distribution Period.

  • The Parties agree to allocate all Tax Items for Federal Income Tax purposes for the Tax year that includes the Extraordinary Reduction Date with respect to each such Applicable SpinCo CFC with respect to which such an election is made to any periods ending on or prior to the Extraordinary Reduction Date based on a closing of the books method under Treasury Regulations Section 1.1502-76, to the extent permitted by Treasury Regulations Section 1.245A‑5(e)(3)(i) (or any successor guidance).

Related to SpinCo CFC

  • 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 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.

  • 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.

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

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

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

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

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

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

  • 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:

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

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

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

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

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.