ADP Group definition
Examples of ADP Group in a sentence
All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the Parties at the following addresses or facsimile numbers: If to ADP or any member of the ADP Group, to: Automatic Data Processing, Inc.
Pursuant to the Separation, ADP, or one or more members of the ADP Group, shall remain the sole owner, and shall have exclusive right, title and interest in and to, all ADP Assets.
For purposes of clarification, the Liabilities assumed or retained by the ADP Group as provided for in this Section 2.1(a) are intended to be ADP Liabilities as such term is defined in the Separation and Distribution Agreement.
All matters relating to the provision of support and other services by the ADP Group to the Broadridge Group after the Effective Time, covered by the Transition Services Agreement, shall be governed exclusively by the Transition Services Agreement, except as may be expressly stated herein or therein.
By the Copyright Assignment, Internet Asset Assignment, Patent Assignment and the Trademark and Service ▇▇▇▇ Assignment entered into concurrently with this Agreement, ADP shall, or shall cause the applicable members of the ADP Group to, assign, transfer and convey to Dealer or a designated member of the Dealer Group any and all right, title and interest owned by ADP and each of its Affiliates and Subsidiaries in and to only those certain items of Intellectual Property specifically identified therein.
Dealer shall reimburse ADP for all reasonable out-of-pocket costs and expenses incurred by the ADP Group in obtaining Satisfactory Guidance.
In addition to the actions described in Section 6.1, the members of the ADP Group and the members of the Broadridge Group shall cooperate to make all other filings and to give notice to and obtain any Consent required or advisable to consummate the transactions that are contemplated to occur from and after the Effective Time by this Agreement and the Ancillary Agreements.
The members of the Broadridge Group and the members of the ADP Group shall cooperate and use all reasonable efforts to secure the transfer or issuance of such Consents.
Broadridge shall not make, and shall not permit any other member of the Broadridge Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against ADP or any other member of the ADP Group or any other Person released pursuant to Section 4.10(b), with respect to any Liabilities released pursuant to Section 4.10(b).
Dealer shall reimburse ADP for all reasonable costs and expenses (it being agreed and understood that the fees of ADP’s outside accounting firms are reasonable costs and expenses) incurred by the ADP Group in connection with the preparation of any Tax Return which is the responsibility of ADP pursuant to clause (ii) or (iii) of Section 3.01.