SpinCo HSA shall have the meaning set forth in Section 7.01(c).
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.
RemainCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
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 Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
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.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
ITT means the Purchaser’s invitation to tender dated (date ITT issued).
SpinCo Designees means any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.
Welfare Plans shall have the meaning set forth in Section 3.2.4.
Transferred Employees has the meaning set forth in Section 6.4(a).
Parent Plans has the meaning set forth in Section 6.4(c).
Health and Welfare Plans means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.
MPC means Marathon Petroleum Corporation, a Delaware corporation.
Newco has the meaning set forth in the first paragraph of this Agreement.
OPC has the meaning specified in the recital of parties to this Agreement.
MPI means the Borrower’s Ministry of Planning and Investment, and any successor thereto.
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.
Parent Plan has the meaning set forth in Section 7.8(b).