Athena Group definition
Examples of Athena Group in a sentence
This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Newco Employee or other current or former employee, officer, director or contractor of the Athena Group, Everest Group or Newco Group, other than the Parties and their respective successors and assigns.
For purposes of the Designated Individual Agreements, each Party hereby acknowledges and agrees that (i) the consummation of the transactions contemplated by the Merger Agreement and the Separation and Distribution Agreement constitute an RMT Separation (within the meaning of the Designated Individual Agreements), and (ii) from and after the Separation Effective Time, the “Company” and the “Company Group” (each as defined in the Designated Individual Agreements) shall mean Athena and the Athena Group.
Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Athena or any member of the Athena Group from commencing any Legal Proceedings against any Everest Group officer, director, agent or employee, or his or her respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (i) theft of Newco Know-How or (ii) intentional criminal acts by any such officers, directors, agents or employees.
Until such time that the Athena Support Issue is resolved or a reasonable work around is implemented that eliminates the adverse effect of the Athena Support Issue on the Athena Group and Supplier, the impacted Service Levels, as applicable, will be calculated as if failure to meet such Service did not occur due to the Athena Support Issue.
Each of Athena Group, Athena Securities and GWGSI is duly formed, validly existing and in good standing under the laws of Ireland, and is duly authorized to conduct business in each jurisdiction, state, country and territory where the character of its property or the nature of its activities makes such qualification necessary, except where failure to do so could not reasonably be expected to cause a material adverse effect.
Without limitation, Diagnostics agrees that it will respond to any information document request from any taxing authority forwarded by any member of the Athena Group in respect of the activities of Diagnostics as soon as practicable but not later than thirty (30) days after its receipt thereof.
Parent shall pay to the U.S. Internal Revenue Service all Taxes due ----------- in respect of the consolidated U.S. federal income tax liability of the Athena Group for all Pre-Closing Taxable Periods.
Parent and Diagnostics wish to provide for the allocation of responsibilities, liabilities and benefits relating to or affecting Taxes (as hereinafter defined) paid or payable by members of the Athena Group for all taxable periods beginning on or before the Closing Date and to provide for certain other matters.
With respect to the Athena Group, the source data for measurement will be the Athena Platform.
The business of Athena Group, Athena Securities and GWGSI is not being conducted, and will not be conducted, in violation of any applicable federal, state, local or foreign law, ordinance, regulation, judgment, decree, injunction or order or requirement of any court or other governmental entity.