Cousins Group definition

Cousins Group means individually or collectively, as the case may be, (a) Cousins, Cousins LP and any of their respective Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes or for purposes of any state, local or foreign Tax law) immediately after the Distribution Effective Time (and giving effect to the Separation and the Distribution), (b) any Person that shall have merged or liquidated into Cousins, Cousins LP or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition, including, without limitation, Legacy Parkway, which merged into Merger Sub with Merger Sub surviving. The term “Cousins Group” also shall include New Parkway and all members of the New Parkway Group for all periods prior to the Issuance Time for New Parkway but shall not include New Parkway or any member of the New Parkway Group for any period from and after the Issuance Time for New Parkway.
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Cousins Group means Cousins and each Person that is a Subsidiary of Cousins (other than New Parkway and any other member of the New Parkway Group).
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Cousins Group has the meaning set forth in the Separation and Distribution Agreement.
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Examples of Cousins Group in a sentence

  • Notwithstanding anything in this Agreement to the contrary, neither New Parkway or any member of the Parkway Group, on the one hand, nor Cousins or any member of the Cousins Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby.

  • The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Cousins and the members of the Cousins Group or Legacy Parkway and its Subsidiaries, as applicable, except as otherwise required by applicable Law.

  • Cousins shall (and shall cause the members of the Cousins Group to) execute and deliver to New Parkway (or such member of the New Parkway Group as New Parkway shall designate) any power of attorney or other document requested by New Parkway (or such designee) in connection with any Tax Proceeding described in the second sentence of Section 8.02(a).

  • New Parkway shall (and shall cause the members of the New Parkway Group to) execute and deliver to Cousins (or such member of the Cousins Group as Cousins shall designate) any power of attorney or other document requested by Cousins (or such designee) in connection with any Tax Proceeding described in the first sentence of Section 8.02(a).

  • If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees.

  • Notwithstanding the foregoing, no member of the New Parkway Group shall be required by this Section 2.9 to maintain in effect any Cousins Shared Contract, and no member of the Cousins Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Cousins Shared Contract.

  • Cousins will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Cousins Group.

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

  • To the extent permitted by applicable Law, copies of all personnel records and files relating to a Transferring Employee that were created prior to the Distribution Effective Time and that are held by the Cousins Group as of the Distribution Date (the “Transferring Employee Personnel Records”) shall be provided to the New Parkway Group as of the Distribution Date.

  • The ODI Policy shall be treated as a New Parkway Benefit Plan for purposes of this Agreement effective as of the Benefit Commencement Date, and New Parkway shall reimburse the Cousins Group for all costs it incurs in connection with assigning the ODI Policy.


More Definitions of Cousins Group

Cousins Group also shall include New Parkway and all members of the New Parkway Group for all periods prior to the Issuance Time for New Parkway but shall not include New Parkway or any member of the New Parkway Group for any period from and after the Issuance Time for New Parkway.
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Related to Cousins Group

  • 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;

  • Group the Company and its subsidiaries

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

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

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

  • 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.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

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

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

  • Corporation Group means the Corporation, its affiliate, successors and permitted

  • 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.

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • Graham + Sibbald /"we"/"us"/"our" means Graham + Sibbald LLP, a limited liability partnership incorporated in Scotland (Registered Number SO307130) and having its registered office address at Seabraes House, 18 Greenmarket, Dundee, DD1 4QB.

  • Minority Group means any of the following racial or ethnic groups:

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

  • Group Business Entity means;

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

  • Holdco has the meaning set forth in the Preamble.

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

  • Mortgage Group Either of Group One or Group Two.

  • Cendant means Cendant Corporation, a Delaware corporation.

  • Women Business Enterprise (WBE) as used in this policy means a business enterprise that meets all of the following criteria:

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Dte. GHS means Directorate General and Health Services, MOH&FW.