In the absence of a Final Determination to the contrary, any amount payable with respect to any Tax under this Agreement shall be treated as occurring immediately prior to the WRECO Spin, as an intercompany distribution or a contribution to capital, as the case may be.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
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.”
Tax Group has the meaning set forth in Section 7.06(h)(iii).
Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.
SpinCo shall have the meaning set forth in the Preamble.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.
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.
Separation Time means the close of business on the tenth Trading Day after the earlier of:
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.
SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).
Assumed Final Distribution Date The Distribution Date occurring in November 2035.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Effective Time has the meaning set forth in Section 2.2.
Distribution Time means the time at which the Distribution is effective on the Distribution Date.
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Deconsolidation Date means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.
In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:
Transferred Entities means the entities set forth on Schedule 1.9.