CPEX Group definition

CPEX Group shall have the meaning set forth in the Separation Agreement.
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CPEX Group means CPEX and each Person that is an Affiliate of CPEX immediately after the Distribution Date or that becomes an Affiliate of CPEX after the Distribution Date.
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Examples of CPEX Group in a sentence

  • Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, CPEX (on behalf of itself and all other members of the CPEX Group) hereby confirms and agrees that neither CPEX nor any member of the CPEX Group will take or permit to be taken any action at any time that could jeopardize the Contribution Tax Treatment, the Distribution Tax Treatment or both.

  • Notwithstanding the foregoing, each member of the Bentley Group and CPEX Group shall be required to use reasonable best efforts to collect or recover any available Insurance Proceeds.

  • Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the allocation of Taxes between the Bentley Group and the CPEX Group as set forth in this Agreement or (b) the Contribution Tax Treatment and the Distribution Tax Treatment.

  • CPEX shall promptly notify Bentley in writing upon receipt by CPEX or any member of the CPEX Group of a written communication from any Governmental Authority with respect to any Tax Contest concerning any Taxes for which Bentley may be liable under this Agreement.

  • Subject to Bentley’s control right, upon request by CPEX, CPEX shall, at CPEX’s expense, be allowed to participate in the handling of any such Tax Contest with respect to any item that may affect the liability of CPEX or any member of the CPEX Group under this Agreement or that relates to the Contribution Tax Treatment, and Bentley shall not settle any such Tax Contest without the consent of CPEX, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Bentley and the Bentley Subsidiaries (i) shall, at all times until paid to a member of the CPEX Group, hold Insurance Proceeds received for or with respect to Insured CPEX Liabilities in trust for the benefit of CPEX; and (ii) shall promptly remit such Insurance Proceeds to CPEX.

  • Each member of the CPEX Group hereby irrevocably authorizes and designates Bentley as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Filed Tax Return.

  • The access to information being granted pursuant to Sections 8.1 and 8.2, the agreement to provide witnesses and individuals pursuant to Section 8.3 and the transfer of privileged information between the Bentley Group and the CPEX Group pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

  • Following the Distribution Date, Bentley and CPEX shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between or among any of the Parties) to which any employee, director or Benefit Plan of the Bentley Group or CPEX Group is a party and which relates to their respective Benefit Plans prior to the Distribution Date.

  • For purposes of clarification, the Liabilities assumed or retained by the CPEX Group as provided for in this Section 2.1(b) or elsewhere in this Agreement are intended to be CPEX Liabilities as such term is defined in the Separation Agreement.

Related to CPEX 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.

  • 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.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

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

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

  • 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.”

  • Index Group means the NASDAQ Bank Index.

  • Group Business Entity means;

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

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

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

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

  • 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);

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

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

  • 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.

  • 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.

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

  • 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.

  • User Group means (a) you; (b) any entity or individual that Stripe reasonably determines is associated with you; and (c) each of your and their Affiliates; that has entered into an agreement with Stripe (or an Affiliate of Stripe) under which Stripe or its Affiliate provides services.

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

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Peer Group Companies means the following companies: .

  • Target Group means the Target and its Subsidiaries.