Citigroup Affiliated Group definition
Examples of Citigroup Affiliated Group in a sentence
During the period set forth in the preceding sentence, not less than five Business Days prior to entering into an agreement or arrangement with a party other than TPC for the provision of TPC Provided P&C Coverage, members of the Citigroup Affiliated Group will present TPC, in writing, with the opportunity to provide such TPC Provided P&C Coverage.
Notwithstanding anything in this Agreement to the contrary, Primerica shall have no indemnification or contribution obligations to any member of the Citigroup Affiliated Group under this Section 6.5 and Section 6.6 of this Agreement in connection with any Action brought solely by any Investor Indemnitee against Citigroup or CIHC under the Securities Purchase Agreement.
Notwithstanding the generality of the foregoing, Primerica shall cause the Primerica Savings Plan to (A) provide the optional forms of benefit required to be preserved by Section 411(d)(6) of the Code and (B) recognize the service of each Continuing Employee with Citigroup Affiliated Group prior to the completion of the Initial Public Offering.
TAP shall pay to Citigroup a sum equal to 100 percent of the difference ("Difference") between the amount determined under paragraph 6 hereof and, if larger, the separate return tax liability of the TAP Subgroup as provided by Treasury Regulations section 1.1502-33(d)(2)(ii), as if the TAP Subgroup were a single member of the Citigroup Affiliated Group.
TPC agrees to reimburse any member of the Citigroup Affiliated Group who has provided a Keepwell for any and all amounts paid or payable (including all fees, costs and expenses incurred) by such member of the Citigroup Affiliated Group in connection with the performance by such member of its obligations under any Keepwell.
The parties hereto jointly acknowledge that the liability arising under this paragraph 11 shall be continuing and ongoing for all subsequent taxable periods, including TAP Subgroup Tax Returns filed for post Citigroup Affiliated Group periods, and each such liability for each period covered herein shall survive any subsequent transaction, unless such liability shall be extinguished, with specificity, in an agreement subsequent to the effective date hereof.
Except as otherwise provided for in this Agreement, neither this Agreement nor any of the rights, interests or obligations of any party hereto may be assigned by such party without the prior written consent of the other parties; provided, however, that Citigroup may assign all or part of its rights or obligations hereunder to one or more other members of the Citigroup Affiliated Group without the prior written consent of Primerica.
Any and all existing agreements relating to the allocation or sharing of Taxes (the “Tax Sharing Agreements”) between (a) any of the CAM Subsidiaries and either any Citigroup Seller or any member of the Citigroup Affiliated Group and (b) any of the PC/CM Subsidiaries and either any Legg Mason Seller or any member of the Legg Mason Affiliated Group shall be terminated as of the Closing Date solely with respect to the departing CAM Subsidiary or PC/CM Subsidiary, as the case may be.
Citigroup and TPC acknowledge and agree that, until the Trigger Date, those data processing services currently provided by TPC to TIC and/or other members of the Citigroup Affiliated Group shall continue to be provided to TIC and/or other members of the Citigroup Affiliated Group on the same terms and at the same cost as such services are being provided to TIC and/or other members of the Citigroup Affiliated Group as of the date of this Agreement.
Any member of the Citigroup Affiliated Group and such transferees may exercise the registration rights hereunder in such proportion as they shall agree among themselves.