Broadridge Group definition
Examples of Broadridge Group in a sentence
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.
All matters relating to or arising out of any employee benefit, compensation or welfare arrangement in respect of any present and former employee of the ADP Group or the Broadridge Group shall be governed by the Employee Matters Agreement, except as may be expressly stated herein or therein.
Pursuant to the Separation and Distribution Agreement, as of the Effective Time, Broadridge or one or more members of the Broadridge Group shall remain and be the sole owner of, and shall have exclusive right, title and interest in and to, the Intellectual Property owned by any member of the Broadridge Group as of the Effective Time, including the Intellectual Property set forth in Exhibit A.
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.
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 Broadridge or any member of the Broadridge Group, to: Broadridge Financial Solutions, Inc.
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).
ADP shall not be required to take any action pursuant to this Section 4.03(a) if Broadridge fails to certify, upon request, that all information and representations relating to any member of the Broadridge Group in the relevant documents are true, correct and complete.
Broadridge may request from ADP and retain copies of (i) with respect to any Joint Return, all pro forma federal and state Tax Returns, supporting schedules and workpapers related to members of the Broadridge Group, and (ii) any Separate Returns for any Broadridge Group members, including supporting schedules and workpapers.
Except as expressly provided for in this Agreement or the Separation and Distribution Agreement, no provision of this Agreement or the Separation and Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any ADP Employee or Broadridge Employee or other future, present, or former employee of any member of the ADP Group or the Broadridge Group under any ADP Benefit Plan or Broadridge Benefit Plan or otherwise.