Corner Store Group definition

Corner Store Group means Corner Store, each Subsidiary of Corner Store immediately after the Distribution Date and each Affiliate of Corner Store immediately after the Distribution Date.
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Corner Store Group has the meaning set forth in the Separation Agreement.
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Examples of Corner Store Group in a sentence

  • Valero agrees to indemnify and hold harmless each member of the Corner Store Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Valero Group having supplied, pursuant to this Section 8, a member of the Corner Store Group with inaccurate or incomplete information in connection with a Tax liability.

  • Corner Store agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not undertake any internal restructuring of the Corner Store Group (including, without limitation, any merger, contribution, distribution or liquidation of any entity of the Corner Store Group or the equity interests therein) without the prior written consent of Valero, which consent shall not be unreasonably delayed, conditioned or withheld.

  • Valero shall be liable for, and shall indemnify and hold harmless the Corner Store Group from and against any liability for, Taxes which are allocated to Valero under this Section 2.

  • In the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corner Store Group, on the one hand, and the Valero Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Valero’s insurance carrier(s) (including any submissions prior to the Distribution Date).

  • In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “Tax Advisor Dispute”) between any member of the Valero Group and any member of the Corner Store Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute.

  • Notwithstanding the foregoing, Corner Store shall prepare all Tax Returns of the Corner Store Group for any period in a manner consistent with the Specified Valuation and shall not take any position in any Tax Return, Tax Contest or otherwise for tax purposes that is inconsistent with the Specified Valuation, unless there is no reasonable basis, as jointly determined by the parties, for preparing such Tax Returns or taking such positions in a manner consistent with the Specified Valuation.

  • The parties agree that Corner Store, and not Valero, shall be ultimately responsible for all third-party costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Valero Group or Corner Store Group associated with the Corner Store Financing Arrangements.

  • Each member of the Valero Group shall execute and deliver to Corner Store (or such member of the Corner Store Group as Corner Store shall designate) any power of attorney or other similar document requested by Corner Store (or such designee) in connection with any Tax Contest (as to which Corner Store is the Controlling Party) described in this Section 10.

  • In the event that a member of the Valero Group, on the one hand, or a member of the Corner Store Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.

  • If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Corner Store Liabilities shall otherwise become assignable or able to be novated, Valero shall promptly assign, or cause to be assigned, and Corner Store or the applicable Corner Store Group member shall assume, such Unreleased Corner Store Liabilities without exchange of further consideration.

Related to Corner Store 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.

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

  • 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.”

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

  • 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.

  • 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.

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

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

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

  • Dean means the head of a faculty of the University;

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

  • 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;

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

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

  • Wireline means a cable containing one or more electrical conductors which is used to lower and raise logging tools in the well-bore.

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

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

  • 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.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

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

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

  • Brands means the Sprint PCS Brands and the Sprint Brands.

  • 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.

  • Group Business Entity means;