SpinCo Assets shall have the meaning set forth in Section 2.2(a).
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
Transition Property means the property right created by a financing order, including without
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
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.
Common Property means any and all real and personal property and easements and other interests therein, together with the facilities and improvements located thereon, now or hereafter owned by the Association for the common use and enjoyment of the Owners.
Retained Assets has the meaning set forth in Section 2.2.
Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Transferred Property shall have the meaning specified in Section 2.1(a) hereof.
Mixed-use property means an eligible property that includes three or more residential units and may also contain a commercial property component in the same building.
Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.
Operating Property means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.
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 Assets has the meaning set forth in Section 2.1.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
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.
SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.
Transferred Entities means the entities set forth on Schedule 1.9.
Company Leased Real Property shall have the meaning set forth in Section 3.15(b).
Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).