Spinco JV definition

Spinco JV means each Person that is a Spinco Entity that is not wholly owned directly or indirectly by Remainco as of the date of this Agreement.
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Spinco JV means any joint venture or similar arrangement, in which Spinco has a direct or indirect interest at any time.
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Examples of Spinco JV in a sentence

  • To the extent permitted by law, Harbor and Spinco shall elect to close the taxable year of each Transferred Entity or Spinco JV as of the close of the Distribution Date; provided, however, that if applicable Law does not permit a Transferred Entity or Spinco JV to close its Tax Period on the Distribution Date, the Tax attributable to the operations of the Transferred Entities and Spinco JVs for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method.

Related to Spinco JV

  • 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.

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

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

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

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

  • 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 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; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

  • 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.

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

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

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

  • MPC means Marathon Petroleum Corporation, a Delaware corporation.

  • Employee Matters Agreement shall have the meaning set forth in the Separation Agreement.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • LMC means Liberty Media Corporation, a Delaware corporation.

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • OpCo has the meaning set forth in the Preamble.

  • Transfer Time has the meaning set forth in Section 4.3(a).