ACG Group definition

ACG Group means (x) with respect to any Tax Year (or portion thereof) ending at or before the Effective Time, ACG and each of its Subsidiaries at the Effective Time; and (y) with respect to any Tax Year (or portion thereof) beginning after the Effective Time, ACG and each Subsidiary of ACG (but only while such Subsidiary is a Subsidiary of ACG).
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ACG Group means ACG and each of the entities set forth on Schedule 1.1(b), and any other entities that may become Subsidiaries of ACG.
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Examples of ACG Group in a sentence

  • All Tax Returns that include any members of the ACG Group or GAMCO Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations).

  • Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the ACG Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable).

  • GAMCO shall make available, and cause its Subsidiaries to make available, to members of the ACG Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the ACG Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.

  • Any refund of or credit for Taxes resulting from any such carryback by a member of the ACG Group that cannot be waived shall be payable to ACG net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.

  • To the extent permitted under applicable Tax Laws, the ACG Group shall make the appropriate elections in respect of any Tax Returns to waive any option to carry back any net operating loss, any credits or any similar item from a Post-Distribution Period to any Pre-Distribution Period or to any Straddle Period.

  • For the avoidance of doubt, no member of the GAMCO Group shall be deemed to be a predecessor or successor of ACG and no member of the ACG Group shall be deemed to be a predecessor or successor of GAMCO.

  • ACG shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the ACG Group and for which GAMCO is not responsible under Section 3.2(a), provided that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, GAMCO shall have the right to review and comment on such returns, such comment not to be unreasonably rejected.

  • Subject to ARTICLE VI of this Agreement, from and after the Distribution Time, (i) ACG shall indemnify GAMCO and its respective Representatives with respect to any claims relating to ACG Businesses, the ACG Group, or ACG Liabilities and (ii) GAMCO shall indemnify ACG and its Representatives with respect to any claims relating to GAMCO Assets, GAMCO Businesses, GAMCO Group, or GAMCO Liabilities.

  • Notwithstanding the foregoing, indemnification will be available under clause (c) of this Section 6.2 only to the extent that those ACG Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied after the Distribution by a member of the ACG Group or an agent thereof acting on its behalf.

  • Other than as expressly addressed in this Agreement, any claim for indemnification with respect to any tax Liabilities of the GAMCO Group or the ACG Group shall be governed by the Tax Indemnity and Sharing Agreement.

Related to ACG Group

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • SAP Group means SAP Parent and any of its Associated Companies.

  • 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.

  • 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.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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.”

  • Member means a member of the Board;

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • the Group means the Company and its subsidiary undertakings (if any); and

  • Minority Group means any of the following racial or ethnic groups:

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.

  • Target Group means the Target and its Subsidiaries.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Steering Group means the Anti-Money Laundering Steering Group appointed pursuant to section 5;