Each of the New Spinco Parties was formed specifically for the Transactions and has conducted no operations and incurred no obligations other than in connection with the Transactions.
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 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.”
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
SpinCo shall have the meaning set forth in the Preamble.
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 Parent Group.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Transferred Entities means the entities set forth on Schedule 1.5.
OPC has the meaning specified in the recital of parties to this Agreement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
Newco has the meaning set forth in the first paragraph of this Agreement.
SAP Group means SAP Parent and any of its Associated Companies.
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.
MPC means Marathon Petroleum Corporation, a Delaware corporation.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.
Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:
Transferred Employees has the meaning set forth in Section 6.4(a).
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Work group means a crew or number of crews which work from a common point of assembly and perform work of a similar nature in a defined seniority block. Where more than one (1) work group works from a common point of assembly the work groups will be defined by the Employer.
ITC (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants with all information needed to prepare their Proposals.
Parent Group has the meaning set forth in Section 8.03(c).
Transfer Time has the meaning set forth in Section 4.3(a).