SpinCo Member definition

SpinCo Member means any entity that would be a member of the SpinCo Group.
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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.

  • A number of the unresolved objections submitted at that stage covered issues arising in both of the new policies.

  • 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.

  • 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.

  • This strategy though is not without pitfalls at all because brand extension has disadvantages well (Keller, 2003).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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 means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

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

  • 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.

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

  • Unit Holder means the owner of one or more Units.

  • 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.

  • MPC means Marathon Petroleum Corporation, a Delaware corporation.

  • 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 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 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.