Comverse Group definition

Comverse Group means Comverse and each Person that is, or may become, a wholly-owned Subsidiary of Comverse as of the day after the Distribution Date.
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Examples of Comverse Group in a sentence

  • Tax Attributes of the CTI Pre-Distribution Group existing on the Distribution Date shall be allocated between the CTI Group and the Comverse Group in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign laws or regulations).

  • This Agreement shall take effect on the Distribution Date and shall replace all tax sharing and other similar agreements, whether or not written, in respect of any Taxes between or among the CTI Group on the one hand and the Comverse Group on the other.

  • Each of CTI and Comverse agrees to timely pay or cause to be timely paid all Taxes for which it is responsible pursuant to Section 2.01 (which, for the avoidance of doubt, shall not include any payment from one Party to the other for any use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group).

  • CTI shall pay, and shall indemnify and hold the Comverse Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to CTI under Article II, (ii) all Taxes incurred by the Comverse Group by reason of the breach by CTI of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses).

  • All such replaced agreements shall be canceled as of the Distribution to the extent they relate to the Comverse Group, and any rights or obligations of the CTI Group or the Comverse Group existing thereunder thereby shall be fully and finally settled without any payment by any Party thereto.

  • Notwithstanding anything to the contrary in this Agreement, this Section 5.02 shall not require Comverse to indemnify any CTI Indemnitees for the use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group.

  • The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on cooperation, access to information, privilege and the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement or in any other agreement to which CTI and a member of the Comverse Group is a party.

  • Except as expressly set forth herein or in any other Ancillary Agreement, Comverse and each member of the Comverse Group shall bear the economic and legal risk that the Transferred Assets shall prove to be insufficient or that the title of any member of the Comverse Group to any Transferred Assets shall be other than good and marketable and free from encumbrances.

  • On or prior to the Distribution Date, each of CTI and Comverse shall (and, as applicable in the case of Comverse, cause members of the Comverse Group to) enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby, including with respect to the transfer and assignment of the Transferred Assets from CTI to Comverse.

  • From and after the Distribution Date, Comverse shall indemnify, defend and hold harmless the CTI Indemnitees from and against any and all Indemnifiable Losses of the CTI Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the Comverse Liabilities, including any breach by any member of the Comverse Group of any provision of this Section 3.2 and (b) any breach by any member of the Comverse Group of this Agreement.

Related to Comverse Group

  • 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;

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

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

  • IMS has the meaning set forth in Section 6.5.4(i).

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

  • ATS means an alternative trading system, as defined in Rule 300(a)(1) of Regulation ATS under the Exchange Act.

  • Cendant means Cendant Corporation, a Delaware corporation.

  • 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.

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

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

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

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

  • Soda fountain means a place especially equipped

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • DuPont means E. I. du Pont de Nemours and Company.

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • AMC means Annual Maintenance Contract

  • IOSCO means the International Organisation of Securities Commissions.

  • 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.”

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Insurance group means the persons that comprise an insurance holding company system.

  • Broadridge means Broadridge Financial Solutions, Inc.

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

  • 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.