IP RemainCo Group definition

IP RemainCo Group means IP RemainCo and each Person (other than any member of the Product SpinCo Group) that is a direct or indirect Subsidiary of IP RemainCo immediately after the Business Realignment Time.
IP RemainCo Group has the meaning set forth in the Separation Agreement.

Examples of IP RemainCo Group in a sentence

  • Members of the Product SpinCo Group may at any time list members of the IP RemainCo Group (and their respective logos) as authorized licensors of members of the Product SpinCo Group in websites, earnings releases and other investor communications, marketing materials, presentations or licensor lists, which may be shared with third parties.

  • Subject to Section 5.6, members of the IP RemainCo Group may at any time list members of the Product SpinCo Group (and their respective logos) as authorized licensees or reference members of the Product SpinCo Group (and their respective logos) as customers in websites, earnings releases and other investor communications, marketing materials, presentations or customer lists, which may be shared with third parties.

  • Each party understands and agrees on behalf of itself and each member of its Group that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have heretofore occurred and, as a result, no additional Transfers or Assumptions by any member of the IP RemainCo Group or Product SpinCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.

  • Moreover, to the extent that a member of the IP RemainCo Group or the Product SpinCo Group, as applicable, is liable for any IP Liability or Product Liability, respectively, at the Effective Time, there shall be no need for such member to Assume such Liability in connection with the operation of Section 2.2(c).

  • In the event that a member of the IP RemainCo Group, on the one hand, or a member of the Product SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Parties shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.

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

  • Nothing in this Agreement shall be deemed to be an amendment to any Xperi Benefit Arrangement, RemainCo Benefit Arrangement or SpinCo Benefit Arrangement or to prohibit any member of the IP RemainCo Group or the Product SpinCo Group, as the case may be, from amending, modifying or terminating any Xperi Benefit Arrangement, RemainCo Benefit Arrangement or SpinCo Benefit Arrangement at any time within its sole discretion.

  • Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any RemainCo Employee, SpinCo Employee or other former, current or future employee of the IP RemainCo Group or the Product SpinCo Group under any Benefit Arrangement of the IP RemainCo Group or the Product SpinCo Group.

  • These records will be maintained and used for the continued operation of the policy contract and the processing of claims received.

  • In furtherance thereof, in the event of any dispute or disagreement between any member of the IP RemainCo Group and any member of the Product SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Dispute.

Related to IP RemainCo Group

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

  • 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.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • SpinCo shall have the meaning set forth in the Preamble.

  • RemainCo shall have the meaning set forth in the Preamble.

  • Group Business Entity means;

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • 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.”

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Provider Group means a medical group, independent

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

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

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • SAP Group Software means (i) any and all software products listed on the Price List as well as any SAP SDK which are provided by SAP or any other member of the SAP Group to Partner or to an End User (either directly or indirectly via Partner) under any part of this Agreement all as developed by or for the SAP Group; (ii) any new releases, updates or versions thereof made available through unrestricted shipment pursuant to Maintenance Services or warranty obligation by any member of the SAP Group; and (iii) any complete or partial copies of any of the foregoing.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Continuing Employee has the meaning set forth in Section 6.7(a).

  • Parent Plans has the meaning set forth in Section 6.4(c).