SpinCo Payment definition

SpinCo Payment has the meaning set forth in the Separation and Distribution Agreement.
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SpinCo Payment shall have the meaning provided in the recitals to this Agreement.
Sample 1

Examples of SpinCo Payment in a sentence

  • Between the date of this Agreement and prior to the Distribution Time, subject to the terms and conditions of Section 7.7 of the Merger Agreement, the SpinCo Borrower shall incur the SpinCo Debt and receive the proceeds thereof in order to fund the SpinCo Payment.

  • Final acceptance shall be declared only if the services performed comply with this contract.

  • In addition, and without limiting the generality of the foregoing, Moon shall use its reasonable best efforts to obtain an opinion from an independent appraisal firm to the Board of Directors of Moon (or a designated committee thereof) as to the solvency of SpinCo after giving effect to the SpinCo Payment and the consummation of the Contribution and the Distribution (the “Solvency Opinion”).

  • Any payment pursuant to this Section 2.8 that is not on account of an advance by the Company to SpinCo prior to the date of any such payment shall be treated as an adjustment to the SpinCo Payment for all U.S. federal (and applicable state, local and foreign) income tax purposes and shall be made in immediately available funds in United States dollars by wire transfer to a bank account designated in writing by the Party entitled to receive the payment.

  • In addition, and without limiting the generality of the foregoing, Moon shall use its reasonable best efforts to obtain an opinion from an independent appraisal firm to the Board of Directors of Moon (or a designated committee thereof) as to the solvency of SpinCo after giving effect to the SpinCo Payment and the consummation of the Contribution and the Distribution (the “ Solvency Opinion ”).Section 3.2 Conditions Precedent to the Distribution .

  • In addition, and without limiting the generality of the foregoing, Moon shall use its reasonable best efforts to obtain an opinion from an independent appraisal firm to the Board of Directors of Moon (or a designated committee thereof) as to the solvency of SpinCo after giving effect to the SpinCo Payment and the consummation of the Contribution and the Distribution (the “ Solvency Opinion ”).

Related to SpinCo Payment

  • Co-payment means a relatively small amount of money paid by the insured person towards the cost of each day in a private hospital per episode of care, with Latrobe paying the rest of the cost.

  • 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 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.

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

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

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • AHYDO Payment means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Distribution Time means the time at which the Distribution is effective on the Distribution Date.

  • Distribution Service means the delivery of electricity to Customers by the Distribution Company.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • 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).

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Tax Distribution has the meaning set forth in Section 4.4.

  • Semi-Annual Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions--Semi-Annual Distributions" in the Prospectus Part I for a Trust.

  • Contingent Payments has the meaning set forth in Section 2.3(d).