Contributed Company Group definition

Contributed Company Group has the meaning in Section 1.4(c)(i).

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Contributed Company Group means any “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time on or before the Closing Date, includes or has included a Contributed Company or Subsidiary thereof or any direct or indirect predecessor of such Contributed Company or Subsidiary thereof, or any other group of corporations filing Tax Returns on a combined, consolidated or unitary basis that, at any time on or before the Closing Date, includes or has included such Contributed Company or Subsidiary thereof or any direct or indirect predecessor of such Contributed Company or Subsidiary thereof.

Contributed Company Group means the Contributed Companies and their direct or indirect subsidiaries, if any, identified on attached Schedule 14.15A.

Examples of Contributed Company Group in a sentence

• All shares of capital stock of any member of the Contributed Company Group are held free and clear of any Encumbrances.

• None of the members of the Contributed Company Group (i) has made an election to be treated as a "consenting corporation" under Section 341(f) of the Internal Revenue Code or (ii) is a "personal holding company" within the meaning of Section 542 of the Internal Revenue Code.

• Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business.

• STI and SSI will themselves, and will cause each member of the Contributed Company Group, to use its reasonable efforts to promptly obtain all such authorizations, approvals and consents and will cooperate fully with the other parties in promptly seeking to obtain the same.

• The respective Boards of Directors of each of STI, SSI, the Contributing Companies and the Contributed Company Group have approved the Seagate Transaction and this Agreement.

• STI shall, in respect of such returns, and Newco and the Contributed Company Group for returns with respect to the Post-Closing Period shall determine the income, gain, expenses, losses, deductions and credits of the Group Business and the Contributed Company Group in a manner (i) consistent with prior practice and actual operations in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (ii) consistent with prior years.

• If any claim for Tax relating to the Contributed Company Group for any Post-Closing Period comes to the attention of STI, STI will notify Newco promptly of such claims and will cooperate fully with Newco and the Contributed Company Group in the resolution of such claim.

• The Boards of Directors of each the Contributing Companies (including SCO) and the Contributed Company Group have approved the SCO Transaction and this Agreement.

• There is no voting trust, proxy or other agreement or understanding to which SCO or any of its respective direct or indirect subsidiaries is a party with respect to the voting of the capital stock of any member of the Contributed Company Group.

• To Seagate's Knowledge, no current or prior officers, employees or consultants of the Contributing Companies or the Contributed Company Group claim an ownership interest in any Seagate IP Rights as a result of having been involved in the development of such property while so employed, or retained, or otherwise.

More Definitions of Contributed Company Group

Contributed Company Group means the Contributed Companies and the Contributed Subsidiaries.