Except as set forth in the immediately preceding sentence, Section 4.5 shall otherwise apply to the SpinCo Directed Actions, Parent Directed Actions and Joint Actions.
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.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
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 Parent Group.
SpinCo shall have the meaning set forth in the Preamble.
Indemnitee-Related Entities means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
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.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Parent Group has the meaning set forth in Section 8.03(c).
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
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.”
Assumed Final Distribution Date The Distribution Date in July 2036.
Post-Distribution Period means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.
Specified Personnel means the personnel specified in the Contract to provide the Services.
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.
Clinical peer means a physician or other health care professional who holds a non-restricted license in a state of the United States and in the same or similar specialty as typically manages the medical condition, procedure or treatment under review.
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.