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 has the meaning given to that term in the Separation Agreement.
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Examples of Houston Group in a sentence

  • The Houston Group and the Seattle Group agree to cooperate with each other regarding the allocation of responsibilities for permits at shared real properties.

  • If an Action that constitutes solely a Seattle Liability or a Seattle Asset is commenced after the Distribution Time naming a member of the Houston Group as a party thereto, then Seattle shall use its commercially reasonable efforts to cause such member of the Houston Group to be removed as a party to such Action.

  • From and after the Distribution Time, in the event that one or more member(s) of the Seattle Group and one or more member(s) of the Houston Group is named in an Action that is neither a Seattle Controlled Action nor a Houston Controlled Action (a “Separate Action”), each of Seattle and Houston shall be entitled to assume their own defense and select counsel of their own choosing to defend their respective interests in such Separate Action.

  • The Tax treatment of the Separation Transactions reported on any Tax Return for which Seattle is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Houston or any member of the Houston Group or caused or to be caused to be filed by Houston, unless there is no reasonable basis for such Tax treatment.

  • If any disclosures are made in connection with providing services to any member of the Houston Group under this Agreement, any other Transaction Document or the Merger Agreement, then the Seattle Confidential Information so disclosed shall be used only as required to perform the services.

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

  • Seattle agrees, on behalf of itself and each member of the Seattle Group, from and after the Distribution Time, not to seek through any means to benefit from and not to assert any right, claim or interest in, to or under, any Insurance Policies of any member of the Houston Group, except as permitted under Section 7.3(b).

  • To the extent that this Agreement allocates to the Seattle Group the Liability for compensation or benefits that will be provided under a Houston Benefit Plan after the Operational Separation Date, or allocates to the Houston Group the Liability for compensation or benefits that will be provided under a Seattle Benefit Plan after the Operational Separation Date, the Party responsible for the Liability under this Agreement will promptly reimburse the Party providing the compensation or benefits.

  • Xxxxxxx shall be liable for, and shall indemnify and hold harmless the Houston Group from and against any liability for Xxxxxxx Taxes.

  • 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.


More Definitions of Houston Group

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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Houston Group means Houston and its Affiliates, excluding any entity that is a member of the Everett Group.
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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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Related to Houston Group

  • 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 has the meaning set forth in the preamble.

  • 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 means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.

  • 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.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.