Examples of FCPT Group in a sentence
Without the prior written consent of Xxxxxx, which consent shall not be unreasonably withheld, conditioned, or delayed, FCPT shall not, and shall not permit any member of the FCPT Group to, file any amended Tax Return that includes any member of the Xxxxxx Group.
Xxxxxx and FCPT acknowledge and agree that the transactions contemplated by this Agreement and the Distribution Agreement shall not constitute a termination of employment of any FCPT Participant for purposes of any policy, practice, plan, program or agreement of Xxxxxx or FCPT or any member of the Xxxxxx Group or FCPT Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.
Such Transferred Employee’s continued service with the FCPT Group after the Distribution Date shall be deemed continued service with Xxxxxx for purposes of the FlexComp Plan.
This Agreement is for the sole benefit of the Parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any current or former director or employee of any member of the Xxxxxx Group or FCPT Group) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
In addition, to the extent permitted by law, unless and until there has been a Final Determination to the contrary, all Tax Returns of any member of the FCPT Group prepared pursuant to Section 2.1(a) or Section 2.1(d) shall be prepared in a manner that is otherwise consistent with past practices of Xxxxxx, FCPT, and their respective Subsidiaries.
As contemplated in Article III, the Xxxxxx Group, on the one hand, and the FCPT Group, on the other hand, will enter into the other Transaction Agreements on or prior to the Distribution Date.
FCPT shall promptly notify Xxxxxx in writing upon receipt by FCPT or any member of the FCPT Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which Xxxxxx may be liable under this Agreement.
Xxxxxx will not assert (and will cause the other members of the Xxxxxx Group not to assert) that any service of a Transferred Employee with the FCPT Group on or after the Distribution Date will constitute a breach of any confidentiality or noncompetition obligations imposed on Transferred Employees by any member of the Xxxxxx Group pursuant to any agreement in effect before the Distribution Date.
At any time after the Distribution Date that FCPT or any member of the FCPT Group proposes to destroy such material or information, FCPT shall first notify Xxxxxx in writing and Xxxxxx shall be entitled to receive such materials or information proposed to be destroyed.
On and after the Distribution Date, Xxxxxx and FCPT 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 Xxxxxx and FCPT) to which any employee or director of the Xxxxxx Group or FCPT Group or Xxxxxx Benefit Plan is a party and which relates to a Xxxxxx Benefit Plan.