SpinCo OP GP shall, in its capacity as the general partner of SpinCo OP, and on behalf of and as attorney in fact for the limited partners of SpinCo OP, enter into the Sixth Amended and Restated Limited Partnership Agreement of SpinCo OP, effective as of the Effective Time.
SpinCo shall have the meaning set forth in the Preamble.
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 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 shall have the meaning set forth in the Preamble.
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.”
Co-op A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
MLP GP means any general partner of any MLP and any general partner of the general partner of any MLP.
EPD means the Environmental Protection Division of the Georgia Department of Natural Resources.
MLP has the meaning given such term in the introduction to this Agreement.
Newco has the meaning set forth in the first paragraph of this Agreement.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
OPC has the meaning specified in the recital of parties to this Agreement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
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.
Topco has the meaning set forth in the Preamble.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
MPC means the Main Press Centre.
Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.
ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.
SAP Group means SAP Parent and any of its Associated Companies.
Constellation has the meaning assigned to that term in the Recitals.
Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.
Effective Time has the meaning set forth in Section 2.2.