Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agent means an exchange agent to be appointed by Parent on behalf of itself and SpinCo on or prior to the date hereof.
Exchange Offer has the meaning set forth in the recitals to this Agreement.
Financial Instruments means, with respect to any party, all credit facilities, guarantees, comfort letters, letters of credit and similar instruments related primarily to such partys Business under which any member of such partys Group has any primary, secondary, contingent, joint, several or other liability.
Governmental Authority means any national, federal, regional, municipal or foreign government; international authority (including, in each case, any central bank or fiscal, Tax or monetary authority); governmental agency, authority, division, department; the government of any prefecture, state, province, country, municipality or other political subdivision thereof; and any governmental body, agency, authority, division, department, board or commission, or any instrumentality or officer acting in an official capacity of any of the foregoing, including any court, arbitral tribunal or committee exercising any executive, legislative, judicial, regulatory or administrative functions of government.
Group means, as the context requires, the Parent Group, the Acquiror Group, the SpinCo Group or the JV Group.
H&F means, H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P., collectively.
Indemnified Party has the meaning set forth in Section 6.04(a).
Indemnifying Party has the meaning set forth in Section 6.04(a).
Indemnitees means, as the context required, the Parent Indemnitees or the SpinCo Indemnitees.
Intercompany Accounts has the meaning set forth in Section 2.02.
Internal Restructuring has the meaning set forth in Schedule 1.
IPCo has the meaning set forth in the recitals.
IRS means the Internal Revenue Service.
JV has the meaning set forth in the preamble.
JV Business means, the business conducted by the JV Group (which, for clarity shall include the Core MTS Business and the Echo Business (each such term, as defined under the JV Contribution Agreement)), in each case from time to time, whether before, on or after the Distribution.