Instruments Group definition
Examples of Instruments Group in a sentence
In addition, at two times to be mutually agreed by the parties (but in no event later than 12 months following the Distribution Date), HCS shall cause the trustee of the Varian Profit- Sharing Plan to transfer to the trustee of the IB DC Plan, as a direct rollover, the current balance of those Active Employees of the Instruments Group who elect to participate in such batch rollover and with respect to whom the Varian Profit-Sharing Plan maintains an account as of the Effective Time.
Except for the defined terms set forth below, the ------- capitalized terms used in this Agreement have the meanings ascribed to them in Article I, Section 1.01 of the Distribution Agreement, except that for purposes of this Agreement the terms "HCS," "IB" and "SEB" shall include the other members of the Health Care Systems Group, the Instruments Group and the Semiconductor Equipment Group, respectively, unless the context otherwise requires.
IB and SEB, respectively, --------------------------------- shall assume all direct and indirect administrative costs associated with the Varian Profit-Sharing Plan with respect to Active Employees of the Instruments Group and the Semiconductor Equipment Group, respectively, which would otherwise be borne by HCS, and such costs shall constitute Instruments Liabilities and Semiconductor Equipment Liabilities, respectively.
If, instead, the After-tax Differential is a negative number, then the amount of Notes Payable to be assumed or retained by the Instruments Group shall be increased (and/or the Cash and Cash Equivalents contributed to IB by Varian decreased) by an amount equal to 50% of the absolute After-tax Differential (i.e., irrespective of its negative sign).
Health Care Systems shall be liable for, and ------------- shall indemnify and hold harmless the Semiconductor Equipment Group and the Instruments Group from and against any liability for Taxes, which are HCS's responsibility or which are allocated to HCS under this Section 2.
None of the Active Employees of ------------------------ the Semiconductor Equipment Group or the Instruments Group will receive grants of restricted stock under the "restricted stock program" of the Varian Associates, Inc.
Except for Insurance Proceeds paid to or on behalf of any member of the Instruments Group or the Health Care Systems Group at the direction of SEB in satisfaction of a claim that would otherwise be subject to indemnification by SEB under Article VII, SEB shall be entitled to receive from Varian any Insurance Proceeds with respect to any SEB Claims under the Company Policies, including reimbursement for Semiconductor Equipment Liabilities.
IB shall be responsible for Claims --------------------- Administration with respect to any Instruments Liabilities, Instruments Assets or any claims as to which the Instruments Group has rights of reimbursement or subrogation under this Agreement or any Ancillary Agreement.
Subject to the proviso in the preceding sentence, as between the parties to this Agreement, HCS shall be liable for all Taxes imposed on any member of the Health Care Systems Group, SEB shall be liable for all Taxes imposed on any member of the Semiconductor Equipment Group and IB shall be liable for all Taxes imposed on any member of the Instruments Group.
All unvested Restricted Stock held by ---------------- employees and non-employee directors of the Health Care Systems Group, the Semiconductor Equipment Group and the Instruments Group shall be fully vested immediately prior to the Distributions.