Houston Group definition

Houston Group shall have the meaning set forth in the Separation Agreement.
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Houston Group means Houston and its Affiliates, excluding any entity that is a member of the Seattle Group.
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Houston Group means Houston and each Person (other than any member of the Seattle Group) that is a direct or indirect Subsidiary of Houston immediately after the Distribution Time, which shall include those entities set forth on Schedule 2.2(b)(iii)(A), and each Person that becomes a Subsidiary of Houston after the Distribution Time (including as a result of transactions that occur following the Distribution Time in accordance with the Plan of Reorganization).
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Examples of Houston Group in a sentence

  • Under the Database Rights included in Seattle Licensed IPR, to engage in the Houston Licensed Activities, including in connection therewith, to extract data from the databases and data collections included therein and to re-utilize such data (and Improvements thereof prepared by or on behalf of any member of the Houston Group).

  • As of the date hereof, (i) all prior intercompany Tax allocation agreements or arrangements between one or more members of the Houston Group, on the one hand, and one or more members of the Seattle Group, on the other hand, shall be terminated; and (ii) amounts due under such agreements as of the date hereof shall be settled as of the date hereof.

  • Seattle shall be liable for, and shall indemnify and hold harmless the Houston Group from and against (x) any liability for Seattle Taxes and (y) any Distribution Tax-Related Losses for which Seattle is responsible pursuant to Section 7.02.

  • If, at any time, Houston or Seattle acquires or creates one or more Affiliates that are includable in the Houston Group or Seattle Group, as the case may be, they shall be subject to this Agreement and all references to the Houston Group or Seattle Group, as the case may be, herein shall thereafter include a reference to such Affiliates.

  • Houston shall promptly forward to Seattle all patent office correspondence received by the Houston Group and all patent attorney and agent correspondence received by the Houston Group related to the Transferred Patents for three hundred and sixty-five (365) days after the Distribution Date.

  • The Houston Group and the Seattle Group agree to compute all Taxes for Post-Distribution Periods consistently with the determination of the allocation of Tax Attributes pursuant to this Section 3.07 unless otherwise required by a Final Determination.

  • Each member of the Houston Group shall execute and deliver to Seattle (or such member of the Seattle Group as Seattle shall designate) any power of attorney or other similar document requested by Seattle (or such designee) in connection with any Tax Contest (as to which Seattle is the Controlling Company) described in this Section 10.

  • Any rights to access or use any IT Software owned by Houston or any other member of the Houston Group as of the Distribution Date pursuant to the Transition Services Agreement will be subject to the terms and conditions of the Transition Services Agreement.

  • All Seattle Confidential Information used, disclosed, or copied by the Houston Group as of or prior to the Distribution Time in the ordinary course of business consistent with past practice shall be deemed to be so used, disclosed, or copied in furtherance of the exercise of the rights granted under this IPMA, provided that such use, disclosure, or copying is consistent with the licenses granted under this IPMA.

  • Seattle shall not have any obligation under this IPMA to notify any member of the Houston Group of any such Improvements made by or on behalf of Seattle or to disclose or license any such Improvements to the other members of the Houston Group.


More Definitions of Houston Group

Houston Group means Houston and its Affiliates, excluding any entity that is a member of the Seattle Group. “Houston Tainting Act” means (a) any action (or the failure to take any action) within its control by Houston or any member of the Houston Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Houston, any assets of Houston or any assets of any member of the Houston Group that, or (c) any breach by Houston or any member of the Houston Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended tax treatment as set forth in the Tax Opinions/Rulings; provided, however, the term “Houston Tainting Act” shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to the Distribution. 5 “Houston Taxes” means, without duplication, (a) any Houston Consolidated Taxes, (b) any Taxes imposed (i) on gain recognized under Treasury Regulations Section 1.1502-19(b) in connection with an excess loss account with respect to the stock of Seattle or any member of the Seattle Group at the time of the Distribution, (ii) on net deferred gains taken into account under Treasury Regulations Section 1.1502-13(d) with respect to deferred intercompany transactions between a Seattle Group member and a Houston Group member and (iii) under similar or corresponding provisions of state, local or non-U.S. Law, (c) any Taxes imposed on Seattle or any member of the Seattle Group (i) as a result of Seattle or any such member of the Seattle Group being or having been included as part of or owned by, or ceasing to be part of or owned by, any affiliated, consolidated, combined, unitary or similar Tax group with one or more members of the Houston Group on or prior to the Distribution Date (including under Treasury Regulations Section 1.1502-6 or any similar provision of state, local, or non-U.S. Law) or (ii) pursuant to any tax sharing, tax allocation or other similar agreement (excluding commercial agreements entered into the ordinary course of business) entered into by Seattle or any such member of the Seattle Group prior to the Distribution, (d) any Taxes of Houst...
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Houston Group means Houston and its Affiliates, excluding any entity that is a member of the Everett Group.
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Related to Houston Group

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

  • 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;

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

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

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

  • 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.

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

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

  • 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.”

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

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

  • Group the Company and its subsidiaries

  • Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.

  • Company Group means the Company and its Subsidiaries.

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

  • Group Business Entity means;

  • Risk retention group means any corporation or other limited liability association:

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

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

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

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Mortgage Group Either of Group One or Group Two.

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

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