Cal Dive Group definition

Cal Dive Group means, collectively, Cal Dive and its direct and indirect Subsidiaries immediately after the IPO, including, without limitation, the Subsidiaries set forth on Schedule 1.1.
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Cal Dive Group means Cal Dive, each Subsidiary of Cal Dive immediately after the Closing and each other Person that is either controlled directly or indirectly by Cal Dive immediately after the Closing; provided that, any Delayed Transfer Asset that is transferred to Cal Dive at any time following the Closing shall, to the extent applicable, and from and after the Closing Date, be considered part of the Cal Dive Group for all purposes of this Agreement.
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Examples of Cal Dive Group in a sentence

  • Cal Dive shall be responsible for any and all Other Taxes imposed on or attributable to any Cal Dive Group Member with respect to any Tax Year.

  • Cal Dive shall cause each Cal Dive Group Member to elect and join in filing Combined Tax Returns with any Parent Group Member that Parent reasonably determines are required to be filed under applicable Tax Laws or will result in the minimization of the net present value of the aggregate Tax to the Group Members eligible to join in such Combined Tax Returns.

  • If a Cal Dive Group Member realizes a Tax Benefit upon its utilization of a Tax Asset of a Parent Group Member, Cal Dive shall make a payment to Parent equal to the Tax Benefit realized to the extent such utilization occurs during any Post-IPO Period.

  • Parent shall be responsible for any and all Foreign Income Taxes, including any adjustment to such Foreign Income Taxes as a result of a Final Determination, that are imposed on or are attributable to any Cal Dive Group Member for any Pre-IPO Period.

  • Parent shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Assets among Parent, each other Parent Group Member, Cal Dive and each other Cal Dive Group Member.

  • In the case of any Tax Contest with respect to any Other Tax for which Cal Dive is solely responsible under Section 2.5, Cal Dive shall have the exclusive right, in its sole discretion, to control, contest and represent the interests of the Cal Dive Group in such Tax Contest and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest.

  • If a Parent Group Member realizes a Tax Benefit upon its utilization of a Tax Asset of a Cal Dive Group Member, Parent shall make a payment to Cal Dive equal to the Tax Benefit realized to the extent such utilized Tax Asset of the Cal Dive Group Member arose or accrued during any Post-IPO Period.

  • If a Parent Group Member receives a Tax refund with respect to Taxes for which a Cal Dive Group Member is responsible hereunder, Parent shall pay to Cal Dive within 30 days following the receipt of the Tax refund, an amount equal to such Tax refund.

  • Any refund or other Tax Benefit obtained as a result of any such Adjustment Request pursuant to the preceding sentence shall be for the account of Parent, and Parent shall have no obligation to compensate or make a payment to any Cal Dive Group Member in the event any such Adjustment Request results in a Tax Detriment to any Cal Dive Group Member.

  • Cal Dive shall pay the “deemed tax benefit” amount, if any, to Parent no later than twenty (20) days after the later of (a) Parent’s notification to Cal Dive that a Cal Dive Group Member is entitled to claim such Tax deductions or (b) the occurrence of any applicable exercise, disqualifying disposition, grant, vesting, payment or delivery of shares, or other consideration in lieu of shares, by Parent under or in connection with an Equity Award.

Related to Cal Dive Group

  • Executive Group means every person who is expected by the Committee to be both (i) a “covered employee” as defined in Section 162(m) of the Code as of the end of the taxable year in which payment of the Award may be deducted by the Company, and (ii) the recipient of compensation of more than $1,000,000 for that taxable year.

  • Cooperative group means a formal network of facilities that collaborate on research projects and

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

  • Remaining Business means all IAC Businesses other than the Spun Businesses.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

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

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Rated Final Distribution Date With respect to each Class of Rated Certificates, the Distribution Date in May 2048.

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Partnership Group Member means any member of the Partnership Group.

  • Indemnitee-Related Entities means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

  • Group the Company and its subsidiaries

  • Sponsor Entities means (i) CSL Capital Management, LLC, Ranger Energy Holdings, LLC and Torrent Energy Holdings, LLC and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Eligible group means two or more persons who are engaged in a

  • Scheduled Final Distribution Date No.: N-1 June 10, 2016 This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class N Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class X, Class A-M, Xxxxx X-X, Xlass B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class O, Class P, Class S, Class R and Class LR Certificates (together with the Class N Certificates, the "Certificates"; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as "Certificateholders"). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement"), by and among the Depositor, Midland Loan Services, Inc., as the master servicer with respect to all of the Mortgage Loans other than the Desert Passage Loan (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer with respect to all of the Mortgage Loans other than the Desert Passage Loan (the "Special Servicer") and Wells Fargo Bank, N.A. as Trustee and Paying Agent. To the extent not xxxxned herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Trustee makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Trustee under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other than the final distribution on any Certificate), on the tenth day of each month, or if such day is not a Business Day, the Business Day immediately following such day, commencing in July 2006 (each such date, a "Distribution Date") an amount equal to such Person's pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class N Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. During each Interest Accrual Period (as defined below), interest on the Class N Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.