SpinCo Member definition

SpinCo Member means any entity that would be a member of the SpinCo Group.
Sample 1Sample 2Sample 3

Examples of SpinCo Member in a sentence

  • The Parties agree to cooperate in good faith, without bias to any Parent Member or SpinCo Member, to make appropriate adjustments to accomplish the objectives of this Article III.

  • In furtherance thereof, in the event of any dispute or disagreement between any Parent Member and any SpinCo Member as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, Representatives of the Parties shall negotiate in good faith to resolve such dispute.

  • The parties agree to cooperate in good faith, without bias to any RemainCo Member or SpinCo Member, to make appropriate adjustments to accomplish the objectives of this Article III.

  • With respect to the Parent Federal Consolidated Income Tax Return for the Tax Period that includes the Distribution, Parent may determine in its sole discretion whether to make a ratable allocation election under Treasury Regulations Section 1.1502-76(b)(2)(ii) with respect to SpinCo. SpinCo shall, and shall cause each SpinCo Member to, take all actions necessary to give effect to such election.

  • From and after the Distribution Date, all prior intercompany Tax allocation agreements or arrangements solely between or among any Parent Member, on the one hand, and any SpinCo Member, on the other hand, shall be terminated.

  • RemainCo shall continue to have discretion, reasonably exercised, to make any and all elections with respect to any Tax Returns which it is obligated to file under Section 2.1(a); provided, however, that if any such election could reasonably be expected to adversely affect any SpinCo Member, such election shall not be made without the prior written consent of SpinCo, which consent shall not be unreasonably withheld.

  • All indemnification payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, (a) any Parent Member may make such indemnification payment to any SpinCo Member and (b) any SpinCo Member may make such indemnification payment to any Parent Member.

  • SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a SpinCo Member having supplied, pursuant to this ‎Section 5.4, a Parent Member with inaccurate or incomplete information in connection with a Tax liability; provided, that, this ‎Section 5.4 shall not apply to information governed by Section 2.11.

  • The Parties agree to cooperate in good faith, without bias to any Parent Member or SpinCo Member, to make appropriate adjustments to accomplish the objectives of this ‎Article III.

  • Parent agrees to indemnify and hold harmless each SpinCo Member and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a Parent Member having supplied, pursuant to this Section 5.5, a SpinCo Member with inaccurate or incomplete information in connection with a Tax liability; provided, that, this Section 5.5 shall not apply to information governed by Section 2.11.

Related to SpinCo Member

  • 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 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.”

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

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Employee Member means a member of the “Bargaining Unit”.

  • Bargaining Unit Member or “employee” means a University employee who is included in the bargaining unit as defined in Article 2: “Recognition and Scope”.

  • Partner Group means any legal entity that has direct or indirect Control over the Partner and only as long as that legal entity maintains direct or indirect Control (“Parent Companies”) as well as all Associated Companies of the Parent Companies.

  • Member means a member of the Board;

  • Partnership Group Member means any member of the Partnership Group.

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

  • Covered service member means a member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness.

  • Service member means a member of the armed forces, a reserve branch of the armed forces, or the Michigan national guard.

  • Unit Holder means a person holding units in the scheme of the Mutual Fund.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Council Member means a member of the Council;

  • MPC means the Main Press Centre.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Retained Group means, in respect of each Seller, that 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 (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Unit Member means any certificated employee of the district who is included in the appropriate unit as defined in Article 2 and therefore covered by the terms and provisions of this Agreement.

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

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

  • Class B Member means a Member holding one or more Class B Ordinary Shares.