IP RemainCo Group definition
Examples of IP RemainCo Group in a sentence
Product SpinCo shall be liable for, and shall indemnify and hold harmless the IP RemainCo Group from and against (i) any liability for Product SpinCo Taxes, and (ii) any Distribution Tax-Related Losses for which Product SpinCo is responsible pursuant to Section 7.04.
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.
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.
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.
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.
All Liabilities assumed or retained by a member of the IP RemainCo Group under this Agreement shall be IP Liabilities for purposes of the Separation Agreement.
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.
Each member of the Product SpinCo Group shall execute and deliver to IP RemainCo (or such member of the IP RemainCo Group as IP RemainCo shall designate) any power of attorney or other similar document reasonably requested by IP RemainCo (or such designee) in connection with any Tax Contest (as to which IP RemainCo is the Controlling Party) described in this Section 10.
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.
Except as otherwise provided in Section 2.3(b)(ii) no member of the Product SpinCo Group or IP RemainCo Group or any of their respective Affiliates from time to time shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party with respect to any such guarantees.