Examples of Loews Group in a sentence
Loews and each member of the Lorillard Group agree that at all times henceforth, if an action is commenced by a third party with respect to which any member of either the Loews Group or the Lorillard Group is indemnified pursuant to this Article III, then such member of the Loews Group or the Lorillard Group, as the case may be, shall use its best commercial efforts to cause such defendant to be removed from such Action.
In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset.
At any time after the Deconsolidation Date that Lorillard proposes to destroy any such Tax Records, it shall first notify Loews in writing and Loews shall be entitled to receive such Tax Records proposed to be destroyed which could affect the liability of any member of the Loews Group for Taxes.
The shares granted to recipients shall be final at the end of a vesting period, for which the term shall be set by the Board of Directors at not less than two years, with the specification, however, that the vesting period for Executive Corporate Officers shall not be less than three years.
Unless and until there has been a Final Determination to the contrary, no member of the Loews Group or the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the allocation of Taxes, Tax Assets and earnings and profits between the Loews Group and the Lorillard Group as set forth in this Article IV, (ii) the Ruling or (iii) the Tax Opinion.
Any payment to be made to the Loews Group pursuant to the preceding sentence may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of cash or other property.
Loews hereby reaffirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Loews or any other member of the Loews Group.
Lorillard shall make available, and cause the other members of the Lorillard Group to make available, to members of the Loews Group and their advisors and representatives all Tax Records in their possession that relate to any taxable period beginning on or before the Separation Date.
Each party shall fully cooperate, and shall cause all members of such party’s Group (the Loews Group or the Lorillard Group) to fully cooperate, with the other party in connection with the preparation and filing of any Tax Return or the conduct of any Tax Contest (including, where appropriate or necessary, providing a power of attorney) concerning any issues or any other matter contemplated under this Article IV.
Except as otherwise provided in this policy statement, all material commercial transactions between the Loews Group and the Carolina Group will be on commercially reasonable terms taken as a whole and will be subject to the review by, and approval of, the Board.