RemainCo Entity definition

RemainCo Entity means RemainCo and each of the entities listed on Exhibit III attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.
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RemainCo Entity means any member of the RemainCo Group, but also includes: (a) any entity which was sold or otherwise disposed of or the business of which was discontinued at such time as such entity’s assets, liabilities or results of operations were accounted for within the Nuclear Operations, Technical Services, Nuclear Energy or mPower segments of RemainCo and its Subsidiaries (or any predecessor to such segment); and (b) each of the entities listed on Schedule 1.1(b). For the avoidance of doubt, none of the SpinCo Entities and none of the entities listed on Schedule 1.1(c) or Schedule 1.1(d) shall be deemed to be a RemainCo Entity.
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RemainCo Entity has the meaning set forth in the Master Separation Agreement.
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Examples of RemainCo Entity in a sentence

  • In the event that ownership or operation of such a location is not known with respect to a Crossover Claim, responsibility for the claim will be allocated to SpinCo if the employee was employed by a SpinCo Entity at the time of last injurious exposure and to RemainCo if the employee was employed by a RemainCo Entity at the time of last injurious exposure.

  • Except as otherwise provided in this Agreement, each former employee of any member of the RemainCo Group or any member of the SpinCo Group as of the Employee Transfer Date will be considered a former employee of the RemainCo Group or the SpinCo Group based on his employer as of his last day of employment with any RemainCo Entity or SpinCo Entity.

  • Since January 1, 2018, there has been no Proceeding pending or, to the Knowledge of BP, threatened in writing, against any RemainCo Entity or any Group Company alleging any of the foregoing.

  • Immediately after consummation of the Spin-Off and the other transactions contemplated by the Separation Agreement, except for this Agreement and the Separation Agreement, (i) the RemainCo Entities will owe no obligations or Liabilities to the SpinCo Entities and the SpinCo Entities will owe no obligations or Liabilities to the RemainCo Entities, and (ii) there will be no Contracts between any RemainCo Entity, on the one hand, and any SpinCo Entity, on the other hand.

  • Since January 1, 2018, no RemainCo Entity or Group Company has asserted or threatened any Proceeding against any Person alleging any of the foregoing.

  • RemainCo shall reimburse SpinCo for any Accrued PTO paid to RemainCo Employees by any SpinCo Entity upon their transfer of employment from any SpinCo Entity to any RemainCo Entity in connection with the Internal Distribution and/or the External Distribution.

  • SpinCo shall, as soon as practicable after the Distribution Date, provide RemainCo (and any other employing RemainCo Entity), as appropriate, with such information in SpinCo’s possession (and not already in the possession of a RemainCo Entity) or employee consents as may be reasonably requested by the RemainCo Entities and necessary for the RemainCo Entities to make the payroll deductions and payments to the authorized payee as required by this Section 9.2.

  • From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the SpinCo Obligations against SpinCo to the same extent such Person could, prior to the SpinCo Assumption, enforce such rights against the applicable RemainCo Entity and (ii) releases each RemainCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such SpinCo Obligations.

  • Each RemainCo Entity and each SpinCo Entity shall cooperate with respect to any notification to appropriate Governmental Authorities of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

  • As of the Distribution Date, RemainCo (acting directly or through any RemainCo Entity) shall be solely responsible for compliance under ERISA and all other applicable Law with respect to each RemainCo Benefit Plan, and SpinCo (acting directly or through any SpinCo Entity) shall be solely responsible for compliance under ERISA and all other applicable Law with respect to each SpinCo Benefit Plan.

Related to RemainCo Entity

  • 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 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.