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 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.
JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.
Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.
Newco has the meaning set forth in the first paragraph of this Agreement.
Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;
Non-U.S. Entity means an Entity that is not a U.S. Person.
Group Business Entity means;
Group Entity means any of the Company and Subsidiaries of the Company.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;
ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.
Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.
Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.
LMC means Liberty Media Corporation, a Delaware corporation.
ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
MLP has the meaning given such term in the introduction to this Agreement.
Company Subsidiary means any Subsidiary of the Company.
Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
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.
Acquiror has the meaning set forth in the Preamble.
Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.
Parent Subsidiary means any Subsidiary of Parent.