Starwood Business definition

Starwood Business means any businesses currently or formerly conducted by any member of the Starwood Group, other than the Vistana Business.
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Starwood Business means any businesses currently or formerly conducted by any member of the Starwood Group, other than the Vistana Business. “Starwood Consolidated Return” means the U.S. federal Income Tax Return required to be filed by Starwood as the Common Parent. “Starwood Consolidated Taxes” means any U.S. federal Income Taxes attributable to any Starwood Consolidated Return. “Starwood Disqualifying Action” means (a) any action (or the failure to take any action) within its control by Starwood or any Starwood Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving, directly or indirectly, the capital stock of Starwood, any assets of Starwood or any assets of any Starwood Entity that, or (c) any breach by Starwood or any Starwood Entity of any representation, warranty or covenant made by them in this Agreement, that, in each case, would adversely affect, in whole or in part, the Intended Tax Treatment; provided, however, the term “Starwood Disqualifying Action” shall not include any action expressly required by the Separation Agreement, the Merger Agreement or any Ancillary Agreement. “Starwood Entity” means any Subsidiary of Starwood immediately after the Effective Time. “Starwood Group” means, individually or collectively, as the case may be, Starwood and any Starwood Entity. “Starwood Taxes” means, without duplication, (a) any Starwood Consolidated Taxes, (b) any Taxes imposed on Vistana, ILG, or any member of the Vistana or ILG Groups under Treasury Regulations Section 1.1502-6 (or any similar provision of other Law) as a result of Vistana, any such member of the Vistana Group or any Purchased Entity being or having been included as part of a Starwood Consolidated Return (or similar consolidated or combined Tax Return under any other provision of Law), (c) any Taxes of the Starwood Group and any former Subsidiary of Starwood for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Distribution Date (determined in accordance with Section 2.06), (d) any Taxes attributable to a Starwood Disqualifying Action, (e) any Transaction Taxes, (f) any Transfer Taxes, and (g) Mexican Distribution Taxes, in each case other than Vistana Taxes, in each case including any Taxes resulting from an Adjustment. “Straddle Period” means any taxable period that begins o...
Sample 1

Related to Starwood Business

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

  • Qualified business means a for-profit business that obtains services relating to that business from 30 or fewer employees or employees of independent contractors performing services substantially similar to employees during a random week in the year ending on the tax day. If a person is a unified business group as that term is defined in section 117 of the Michigan business tax act, 2007 PA 36, MCL 208.1117, the number of employees from whom services are obtained includes all employees of the unitary business group and employees of independent contractors of the unitary business group rendering services to the qualified business.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • Public business means and includes all matters which relate in any way, directly or indirectly, to the performance of the public body’s functions or the conduct of its business.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.

  • Qualified business facility means any building, complex of

  • Micro Business means a company which either:

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which –

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Related Business means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

  • Company Business means the business of the Company as presently conducted.

  • Covered Business means (A) during the term, any business in which the Company is engaged and (B) after the Term, any business in which the Company was engaged as of the end of the Term.

  • Core Business means any material line of business conducted by the Company and its Subsidiaries as of the Closing Date and any business directly related thereto.

  • Licensed Business means the activities connected with the conveyance of

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Associated Business means a business that owns at least 50% of and controls, directly or indirectly, an authorized business.

  • Financial Services Business for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.