RemainCo 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 Remainco Group.
SpinCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo 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.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
SpinCo Employee has the meaning set forth in the Employee Matters Agreement.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Combined distribution system means the interconnected distribution system consisting of the distribution systems of wholesale systems and of the consecutive systems that receive finished water.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
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.”
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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.
Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.
Pre-Distribution Period means any Taxable period (or portion thereof) ending on or before the Distribution Date.
Distribution Effective Time has the meaning set forth in the Separation Agreement.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
COP means the conference of the parties to the Convention;
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Assumed Final Distribution Date The Distribution Date occurring in November 2035.
ITT has the meaning given to it in the recitals to this Framework Agreement;
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);
Transferred Employees has the meaning set forth in Section 6.4(a).
Transferred Employee has the meaning set forth in Section 6.01(a).