Examples of NSAM Group in a sentence
NSAM acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the NorthStar Realty Group or NSAM Group to any NSAM Participant.
No provision of this Agreement shall constitute a limitation on the rights to amend, modify or terminate any benefit plans, programs, policies, agreements or arrangements of any member of the NorthStar Realty Group or any member of the NSAM Group, and nothing herein shall be construed as an amendment to any such benefit plan, program, policy, agreement or arrangement.
NorthStar Realty shall in good faith advise NSAM in writing of the portion, if any, of any earnings and profits, Tax Attributes or other consolidated, combined or unitary attributes that NorthStar Realty determines shall be allocated or apportioned to the NSAM Group under applicable law.
The Parties hereto agree that neither the Distribution nor any transfers of employment directly from the NorthStar Realty Group to the NSAM Group shall constitute a COBRA “qualifying event” for purposes of COBRA.
If, at any time, NSAM or NorthStar Realty, respectively, acquires or creates one or more subsidiaries that are includable in the NSAM Group or the NorthStar Realty Group, respectively, they shall be subject to this Agreement and all references to the NSAM Group or NorthStar Realty Group, respectively, herein shall thereafter include a reference to such subsidiaries.
NSAM and all members of the NSAM Group shall prepare all Tax Returns in accordance with such written notice.
NorthStar Realty shall be liable for, and shall indemnify and hold harmless the NSAM Group from and against any liability for, Taxes that are allocated to NorthStar Realty under this Article II.
NorthStar Realty acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the NorthStar Realty Group or NSAM Group to any NorthStar Realty Participant.
NorthStar Realty shall not take any action that would impair the use of any Tax Attribute by a member of the NSAM Group without the prior written consent of NSAM.
For the avoidance of doubt, NorthStar Realty shall not be liable to any member of the NSAM Group for any failure of any determination under this Section 3.07 to be accurate under applicable Tax Law.