Examples of Delphi Technologies Group in a sentence
Aptiv, on behalf of itself and the Aptiv Group, hereby grants to the Delphi Technologies Group a perpetual, irrevocable, royalty-free, fully paid up, non-transferrable (except as permitted pursuant to Section 8.1(h)), non-exclusive license to use the Licensed Intellectual Property in connection with any business conducted by the Delphi Technologies Group.
The Parties hereby agree to make a timely protective election under Section 336(e) of the Code and Treasury Regulations § 1.336-2(j) (and any similar provision of applicable state or local Tax Law) for each applicable member of the Aptiv Group and Delphi Technologies Group with respect to the Internal Distribution (the “Protective Section 336(e) Election”) in accordance with Treasury Regulations § 1.336-2(h).
The Parties recognize that legal and other professional services will be provided after the Effective Time, which services will be rendered solely for the benefit of the Aptiv Group or the Delphi Technologies Group, as the case may be.
As between the Parties, any derivative works, enhancements or other improvements to the Licensed Intellectual Property made or created by or on behalf of any member of the Delphi Technologies Group shall be owned by Delphi Technologies or its applicable Affiliate.
On or prior to the Effective Time or as soon as practicable thereafter, Delphi Technologies shall (with the reasonable cooperation of the applicable members of the Delphi Technologies Group) use its commercially reasonable efforts to have any members of the Aptiv Group removed as guarantor of or obligor for any Delphi Technologies Liabilities.
Each member of the Aptiv Group shall execute and deliver to Delphi Technologies (or such member of the Delphi Technologies Group as Delphi Technologies shall designate) any power of attorney or other similar document requested by Delphi Technologies (or such designee) in connection with any Tax Contest (as to which Delphi Technologies is the Controlling Party) described in this Section 9.
Aptiv shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the Aptiv Group is responsible for preparing under Section 3 of this Agreement, and Delphi Technologies shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the Delphi Technologies Group is responsible for preparing under Section 3 of this Agreement.
Each member of the Delphi Technologies Group shall execute and deliver to Aptiv (or such member of the Aptiv Group as Aptiv shall designate) any power of attorney or other similar document reasonably requested by Aptiv (or such designee) in connection with any Tax Contest (as to which Aptiv is the Controlling Party) described in this Section 9.
In no event shall Aptiv be required to file any request for a Ruling under this Section 6.03(a) unless Delphi Technologies represents that (i) it has read such request, and (ii) all information and representations, if any, relating to any member of the Delphi Technologies Group, contained in such request documents are (subject to any qualifications therein) true, correct and complete.
Tax deductions with respect to Aptiv Equity Compensation Awards and Delphi Technologies Equity Compensation Awards shall be allocated to the members of the Aptiv Group and the members of the Delphi Technologies Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law.