SpinCo Codec means any and all Intellectual Property (other than Marks) owned by any member of the SpinCo Group as of the Effective Time in and related to the SpinCo Codec described in Schedule D hereto.
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 shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
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.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
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.
RemainCo shall have the meaning set forth in the Preamble.
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.”
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
Health and Welfare Plans means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.
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:
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.
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.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
PayPal s Buyer Protection program
Parent Plans has the meaning set forth in Section 6.4(c).
Multiple employer welfare arrangement means a multiple employer welfare arrangement
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.
Distribution Tariff means the Distribution Tariff prepared by the Company and approved by the Commission on an interim or final basis, as the case may be;
Internal Distribution has the meaning set forth in the recitals.
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.