Examples of Florida Progress Group in a sentence
From and after the Distribution Date, no member of the Echelon Group shall have any rights under any such contract, license, agreement, commitment or arrangement with any member of the Florida Progress Group, except as specifically provided herein or on Schedule 5.2(a) hereto or in any Ancillary Agreement.
The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the Florida Progress Group and the members of the Echelon Group, and that each of the members of the Florida Progress Group and the members of the Echelon Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable law.
The members of the Florida Progress Group and Echelon shall cooperate and use all commercially reasonable efforts to secure the transfer or issuance of the licenses and permits.
Echelon shall cause all its employees to resign, effective as of the Distribution Date, from all positions as officers or directors of any member of the Florida Progress Group in which they serve.
In addition to the actions described in Section 2.7 hereof, Echelon shall, and the members of the Florida Progress Group shall cooperate with the efforts of Echelon to, make all other filings and give notice to and obtain consents from all third parties that may reasonably be required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.
Prior to or as promptly as practicable after the Distribution Date, Florida Progress shall deliver to Echelon all corporate books, records and files (collectively, "Records") of Echelon in its possession and copies of the relevant portions of all Records of the Florida Progress Group relating directly and primarily to the Echelon Assets, the Echelon Business, or the Liabilities of Echelon, including, in each case, all active agreements, active litigation files and government filings.
Except as otherwise specifically set forth in any Ancillary Agreement, and subject to Section 2.8 hereof, from and after the Distribution Date, (i) Florida Progress shall, and shall cause each member of the Florida Progress Group to, assume, pay, perform and discharge all Florida Progress Liabilities and (ii) Echelon shall assume, pay, perform and discharge all Echelon Liabilities.
The filing of all Tax Returns for periods beginning on or after the Distribution Date shall be the responsibility of Florida Progress if they relate to the Florida Progress Group or any Subsidiary of Florida Progress and shall be the responsibility of Echelon if they relate to the Echelon Group or any Subsidiary of Echelon.
Echelon shall have the right to control and to initiate any claim for refund, file any amended return or take any other action which it deems appropriate with respect to a Proceeding relating to Taxes for any taxable period beginning after the Distribution Date provided such Proceeding does not involve any Taxes attributable to any member of the Florida Progress Group.
Notwithstanding the foregoing, in consideration of the mutual indemnities and other obligations of 030068\0002\01866\966AL0HD.AGR this Agreement, any and all prior tax sharing agreements or practices between any member of the Florida Progress Group and any member of the Echelon Group, including the Policy Statement, shall be terminated with respect to the Echelon Group as of the date of the Distribution.