Valvoline Entities means the entities, the equity, partnership, membership, joint venture or similar interests of which are set forth on Schedule III under the caption “Joint Ventures and Minority Investments”.
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.”
Transferred Entities means the entities set forth on Schedule 1.9.
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.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Acquired Entities means the Company and the Acquired Subsidiaries.
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.
Partnership Group Member means any member of the Partnership Group.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.
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.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:
Retained Group means the 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 (except members of the Group);
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
OPC has the meaning specified in the recital of parties to this Agreement.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Transferred Subsidiaries shall have the meaning set forth in the Recitals.
Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.
Company Group Member means Company or any Company Affiliate;
Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.
Partnership Group means the Partnership and its Subsidiaries treated as a single consolidated entity.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Newco has the meaning set forth in the first paragraph of this Agreement.