Conduent Group definition

Conduent Group means (a) Conduent, (b) each Person that will be a Subsidiary of Conduent immediately prior to the Distribution, including the entities set forth on Schedule III under the caption “Subsidiaries” and (c) each Person that becomes a Subsidiary of Conduent after the Distribution, including in each case any Person that is merged or consolidated with and/or into Conduent or any Subsidiary of Conduent and any Person that becomes a Subsidiary of Conduent as a result of transactions that occur following the Distribution in accordance with the Plan of Reorganization.
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Conduent Group has the meaning ascribed thereto in the Separation Agreement.
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Examples of Conduent Group in a sentence

  • Xerox shall, and shall cause the members of the Xerox Group to, reasonably cooperate with the individuals who acted as directors, officers or employees of Conduent (or members of the Conduent Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals.

  • Xerox hereby covenants on its own behalf and on behalf of the members of its Group that, unless obligated to do so by any third party agreement existing as of the Distribution Date, it will not assert against Conduent or any member of the Conduent Group any Xerox Restricted Patent to the extent that it would have been licensed hereunder but for the restriction against Xerox or the members of the Xerox Group licensing such Patent to Conduent contained in a third party agreement.

  • The Conduent Group will not be entitled on or following the Distribution Date, absent mutual agreement, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Distribution Date or to the extent any claims are made pursuant to any Xerox claims-made policies on or after the Distribution Date.

  • Conduent agrees that Conduent Policy Pre-Separation Insurance Claims of members of the Xerox Group shall receive the same priority as Conduent Policy Pre-Separation Insurance Claims of members of the Conduent Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

  • The Parties recognize that legal and other professional services will be provided following the Distribution, which services will be rendered solely for the benefit of the Xerox Group or the Conduent Group, as the case may be.

  • Any Insurance Proceeds received by the Xerox Group for members of the Conduent Group or by the Conduent Group for members of the Xerox Group shall be for the benefit, respectively, of the Conduent Group and the Xerox Group.

  • Xerox agrees that Xerox Policy Pre-Separation Insurance Claims of members of the Conduent Group shall receive the same priority as Xerox Policy Pre-Separation Insurance Claims of members of the Xerox Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

  • With respect to policies currently procured by Conduent for the sole benefit of the Conduent Group, Conduent shall continue to maintain such insurance coverage through the Distribution Date in a manner no less favorable than currently provided.

  • If a member of the Conduent Group is unable to assert a Xerox Policy Pre-Separation Insurance Claim because it is no longer an “insured” under a Xerox insurance policy, then Xerox shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to Conduent.

  • This Section 6.10 shall govern the management and direction of pending and future Actions in which members of the Xerox Group or the Conduent Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless otherwise expressly set forth in this Section 6.10.

Related to Conduent Group

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

  • 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;

  • 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;

  • 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.

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • 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.

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

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

  • 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.

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

  • 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.

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

  • ECC means the amount calculated by Contractor for the total cost of all elements of the Work based on this Agreement available at the time(s) that the ECC is prepared. The ECC shall be based on current market rates with reasonable allowance for overhead, profit and price escalation and shall include and consider, without limitation, all alternates and contingencies, designed and specified by A/E and the cost of labor and materials necessary for installation of Owner furnished equipment. The ECC shall include all the cost elements included in the AACC, as defined above, and shall represent Contractor’s best current estimate of the Guaranteed Maximum Price it will propose for the Project based on the information then available. The ECC shall not include Contractor’s Pre-Construction Phase Fee, A/E’s Fees, the cost of the land and rights-of-way, or any other costs that are the direct responsibility of Owner.

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

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

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • 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.

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

  • HSBC Group means HSBC Holdings plc, its affiliates, subsidiaries, associated entities and any of their branches and offices (together or individually), and “member of the HSBC Group” has the same meaning.

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;