Manitowoc ParentCo Group definition

Manitowoc ParentCo Group means Manitowoc ParentCo and its Affiliates, excluding any Entity that is a member of the SpinCo Group.
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Examples of Manitowoc ParentCo Group in a sentence

  • Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Manitowoc ParentCo or any member of the Manitowoc ParentCo Group or caused or to be caused to be filed by Manitowoc ParentCo, unless there is no reasonable basis for such Tax treatment.

  • In addition, SpinCo shall file, and shall cause any member of the SpinCo Group to file, any Gain Recognition Agreement reasonably requested by Manitowoc ParentCo which Gain Recognition Agreement is determined by Manitowoc ParentCo to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid Manitowoc ParentCo or any member of the Manitowoc ParentCo Group recognizing gain under any Gain Recognition Agreement.

  • In the event that a member of the Manitowoc ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.

  • SpinCo acknowledges and agrees that from and after the Distribution Date (i) no member of the Manitowoc ParentCo Group will purchase or maintain, or cause to be purchased or maintained, any insurance policy for post-Distribution Date liabilities or obligations of SpinCo, any member of the SpinCo Group or any of their respective directors and officers, and (ii) the SpinCo Group, including SpinCo and its Covered Subsidiaries, will purchase insurance coverage sufficient to protect its interests.

  • This Agreement, the Separation Agreement, and the Employee Matters Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Manitowoc ParentCo Group, on the one hand, and any member or members of the SpinCo Group, on the other hand.

  • To the extent any such damages are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to obtain payment of such damages under the applicable insurance policy.

  • To the extent any Manitowoc Foodservice Retiree Welfare Claims are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to process such claim and obtain payment under the applicable insurance policy.

  • If Manitowoc ParentCo determines, in its sole discretion, that a Section 336(e) Election shall be made with respect to the Distribution, SpinCo shall (and shall cause the relevant member of the SpinCo Group to) join with Manitowoc ParentCo or the relevant member of the Manitowoc ParentCo Group in the making of such election and shall take any action reasonably requested by Manitowoc ParentCo or that is otherwise necessary to give effect to such election (including making any other related election).

  • Manitowoc ParentCo shall have sole responsibility for the administration of the Manitowoc ParentCo DCP and the payment of benefits thereunder to or on behalf of Manitowoc ParentCo Group Employees, and no member of the Manitowoc Foodservice Group shall have any liability or responsibility therefor.

  • SpinCo shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the SpinCo Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the SpinCo Group to fail to take any action, in each case that would cause Manitowoc ParentCo or any member of the Manitowoc ParentCo Group to recognize gain under any Gain Recognition Agreement.

Related to Manitowoc ParentCo 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 shall have the meaning set forth in the Preamble.

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

  • 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.”

  • ITT has the meaning given to it in the recitals to this Framework Agreement;

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

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

  • 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.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • OPC has the meaning specified in the recital of parties to this Agreement.

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

  • 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.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

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

  • 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);

  • Cendant means Cendant Corporation, a Delaware corporation.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • LSC means the Local Service Center (LSC) for SBC-12STATE and the Local Exchange Carrier Center (LECC) for SNET.

  • MPC means the Main Press Centre.

  • Broadridge means Broadridge Financial Solutions, Inc.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

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

  • NGC means the Nevada Gaming Commission.

  • ACCO means the person delegated authority by the Commissioner to organize and supervise the procurement activity of subordinate agency staff in conjunction with the CCPO, or his/her duly authorized representative. All written notices or communications to the ACCO shall be sent, as specified, to 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Office of the ACCO”).

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