Celera Group definition

Celera Group means the Affiliated Group, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which Celera will be the common parent corporation immediately after the Split-Off and including any corporation or other entity which may become a member of such group from time to time.
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Celera Group or “CG” means the business division of the Company which focuses on molecular diagnostics.
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Celera Group means, as of any date (i) all Assets and Liabilities of Applera and its Subsidiaries attributed by the Board to the Celera Group, (ii) all businesses, Assets, properties and Liabilities transferred to the Celera Group from the Applied Biosystems Group pursuant to transactions in the ordinary course of business of the Celera Group and the Applied Biosystems Group or otherwise as the Board may have directed as permitted by the Restated Certificate and (iii) the interest of Applera or any of its Subsidiaries in any business or Asset acquired and any Liabilities assumed by Applera or any of its Subsidiaries outside of the ordinary course of business and attributed by the Board to the Celera Group, as determined by the Board.
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Examples of Celera Group in a sentence

  • Notwithstanding anything to the contrary contained in this Agreement, upon the termination or expiration of this Agreement, Celera shall no longer be entitled to, and shall cease all access to Applera’s information, data, systems and other assets that are not Celera Group Assets and Applera shall no longer be entitled to, and shall cease all access to Celera’s information, data, systems and other assets that are not Applied Biosystems Group Assets.

  • As of May 30, 2008, (i) 168,890,728 shares of Company Common Stock were issued and outstanding, (ii) 80,000,544 shares of Celera Group Common Stock were issued and outstanding, and (iii) no shares of Company Preferred Stock were issued or outstanding.

  • All of the outstanding shares of Company Common Stock and Celera Group Common Stock are, and all shares of Company Common Stock and shares of Celera Group Common Stock reserved for issuance as noted in clauses (1)-(3), and (x)-(y) above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued and are fully paid and non-assessable and free of pre-emptive rights.

  • Notwithstanding Section 3.04, to the extent permitted by law, the Celera Group shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless Applera otherwise elects, in its sole discretion, to allow such carryback.

  • Celera and each member of the Celera Group shall jointly and severally indemnify Applera, each Applera Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any cost, fine, penalty, or other expenses of any kind attributable to the failure of Celera or any Celera Affiliate in supplying Applera or any Applera Affiliate with inaccurate or incomplete information, in connection with the preparation of any Tax Return.

  • The amount or economic benefit of any refunds, credits or offsets of Taxes relating to (i) Celera, the Celera Group Assets or the Celera Business for a Pre-Split-Off Period shall be for the account of Applera, (ii) Celera, the Celera Group Assets or the Celera Business for a Post-Split-Off Period shall be for the account of Celera, and (iii) the Applera Group, the Applied Biosystems Group Assets or the Applera Business shall for the account of Applera.

  • Except as provided in Sections 4.01 and 4.03, Celera and each Celera Affiliate shall be jointly and severally liable for (i) all Taxes attributable to any and all members of the Celera Group or the Celera Group Assets or the Celera Business, in each case for any and all Post-Split-Off Periods and (ii) all Taxes related to BHL and the BHL Affiliates for any and all periods.

  • To the extent that Celera is required under law to carry back Tax Assets described in this section, Applera agrees to pay to Celera the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera or any Applera Affiliate).

  • Not later than ten (10) business days after each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return that includes a Celera Separate Tax Amount will be filed, Celera shall pay to Applera on behalf of the Celera Group an amount equal to the amount of any estimated Celera Separate Tax Amount.

  • Nothing in this Section 3.05 shall require Applera to file an amended Tax Return or claim for refund of United States federal Income Taxes; provided, however, that Applera shall use its commercially reasonable efforts to use any carryback of a Tax Asset of the Celera Group that is carried back under this Section 3.05.


More Definitions of Celera Group

Celera Group means, as of any date:
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Celera Group means Celera and its Affiliates as of the date immediately preceding the Change of Control.
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Related to Celera Group

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • SpinCo shall have the meaning set forth in the Preamble.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Top Paid Group means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of "415 Compensation" (determined for this purpose in accordance with Section 1.26) received from the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

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

  • MPI means the Borrower’s Ministry of Planning and Investment, and any successor thereto.

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

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

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.