Examples of LPS Group in a sentence
LPS will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the LPS Group.
Except as otherwise provided herein, this Agreement is solely for the benefit of the FIS Group and the LPS Group.
If a member of the LPS Group ceases to be a member of the LPS Group, then (x) all sublicenses from LPS to such member granted pursuant to LPS’s rights under this Article VI shall terminate, subject to the transition period described in Section 6.5(c).
For the avoidance of doubt, if the FIS Group or the LPS Group incurs a Tax which is subject to indemnification under more than one section of this Agreement, the Indemnitee shall only be entitled to recover the amount of such Tax once so as to avoid duplicate recoveries of any such amounts.
For clarification purposes, all FIS Marks shall at all times be exclusively owned, as between the Parties, by FIS, and the entities within the LPS Group shall have no rights, title or interest therein, other than the rights set forth in this Article VI.
Whenever this Agreement specifies that consent is not to be unreasonably withheld, the determination shall take into account, among other things, the relative amount of potential Tax exposure or refund involved for FIS Group companies on the one hand and the LPS Group companies on the other hand, and if the consent relates to bringing proceedings in one venue rather than another, the impact on such decision on such interests of each group.
Any refund of Taxes resulting from an adjustment made to a Tax Return that includes one or more LPS Group companies on the one hand, and FIS Group companies on the other, shall be allocated in a manner such that a party responsible for indemnification of a Tax liability for a particular Taxable Period pursuant to either Section 4 or Section 5 of this Agreement will be entitled to any refunds with respect to such Tax for such Taxable Period, except as provided in Section 3.1.
In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between any FIS Group member and any LPS Group member as to the interpretation of any provision of this Agreement (or the performance of obligations hereunder), the matter, upon written request of either party, will be referred for resolution to a steering committee established pursuant to Section 7.3(a) of the Distribution Agreement (the “Steering Committee”).
All outstanding principal and interest owing between FIS or any member of the FIS Group, on the one hand, and LPS or any member of the LPS Group, on the other hand, under any intercompany obligations as of the Distribution Date shall be repaid in accordance with Schedule 5.6.
After the Effective Date, as may be necessary for any business purpose of the FIS Group, or to permit the FIS Group to respond to any government inquiry or audit, defend any claim or lawsuit or administer any FIS Employee Benefit Plan, the LPS Group will allow the FIS Group reasonable access to and, if requested, copies of any records relating to all Employees.