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 Remainco Group.
Prohibited Action means an action of the Client as defined under paragraph 10.1 of this Client Agreement. A Prohibited Action constitutes an event of Default giving the Company the right to take action under paragraph 14.2 of this Client Agreement.
member of the work-related activity group means a person who has or is treated as having limited capability for work under either—
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.
Normal distribution channel means a chain of custody for
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.
Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.
Parent Group has the meaning set forth in Section 8.03(c).
Corrective Action Plan has the meaning set forth in Section II.A.2.
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 occurring in November 2035.
Post-Distribution Period means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.
Specified Personnel means the personnel specified in the Contract to provide the Services.
Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.
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.