BHS Group definition
Examples of BHS Group in a sentence
Notwithstanding Section 5.06(b) or (c), any costs and expenses related to the defense of any Transaction Third Party Claims shall be shared equally between the Brink’s Group and the BHS Group.
Brink’s shall keep BHS informed in a timely manner regarding such Tax Contests to the extent relating to the BHS Business, the BHS Group or the assets transferred to BHS pursuant to the Transactions insofar as such Tax Contests would reasonably be expected to affect the BHS Group.
As of the date hereof, all prior intercompany Tax allocation agreements or arrangements relating to one or more members of the Brink’s Group, on the one hand, and one or more members of the BHS Group, on the other hand, shall be terminated, and no member of any Group shall have any right or obligation in respect of any member of the other Group thereunder.
Brink’s shall not, and shall not permit any other member of the Brink’s 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 BHS or any other member of the BHS Group, or any other Person released pursuant to Section 5.01(b), with respect to any Liabilities released pursuant to Section 5.0l(b).
For the avoidance of doubt, Brink’s shall not be liable to any member of the BHS Group for any failure of any determination under this Section 4.08 to be accurate under applicable Tax Law.
If, at any time, BHS or Brink’s, respectively, acquires or creates one or more subsidiaries that are includable in the BHS Group or the Brink’s Group, respectively, they shall be subject to this Agreement and all references to the BHS Group or Brink’s Group, respectively, herein shall thereafter include a reference to such subsidiaries.
In no event shall Brink’s be required to file any Ruling Request under this Section 7.03(b) unless BHS represents that (A) it has read the Ruling Request and (B) all information and representations, if any, relating to any member of the BHS Group contained in the Ruling Request documents are (subject to any qualifications therein) true, correct and complete.
BHS agrees, and will cause all other members of the BHS Group to agree, upon 10 business days’ notice by Brink’s, in the case of a failure by BHS to provide information pursuant to Section 8.01 or this Section 8.02, to permit any such Accountant full access to all records or other information requested by such Accountant that are in the possession of BHS or any member of the BHS Group during reasonable business hours.
No later than 30 days after a Tax Detriment described in this Section 6.02(b) is actually realized in cash by a member of the Brink’s Group or a member of the BHS Group, Brink’s (if a member of the Brink’s Group actually realizes such Tax Detriment) or BHS (if a member of the BHS Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to Section 6.02(b).
All indemnification payments under this Agreement shall be made by Brink’s directly to BHS and by BHS directly to Brink’s; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Brink’s Group, on the one hand, may make such indemnification payment to any member of the BHS Group, on the other hand, and vice versa.