Pride Group definition

Pride Group means Pride and its Subsidiaries, other than the Seahawk Group.
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Pride Group shall have the meaning set forth in the Master Separation Agreement.
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Examples of Pride Group in a sentence

  • Except as expressly set forth in this Agreement or in an Ancillary Agreement, Seahawk and Pride understand and agree that no member of the Pride Group is representing or warranting to Seahawk or any member of the Seahawk Group in any way as to the Seahawk Business, the Seahawk Assets or the Seahawk Liabilities; and, no member of the Seahawk Group is representing or warranting to Pride or any member of the Pride Group in any way as to the Pride Business, the Pride Assets or the Pride Liabilities.

  • If such a termination or substitution is not effected by the Distribution Date, (i) Seahawk shall indemnify and hold harmless the Pride Group for any Losses arising from or relating to Pride Guarantees and shall pay to Pride the fees set forth on Schedule 6.8(a) with respect to such Pride Guarantees at the intervals specified therein, and (ii) neither Pride nor any of its Subsidiaries will have any obligation to renew any Pride Guarantees after the expiration of such Pride Guarantees.

  • Pride and Seahawk hereby agree that in the absence of controlling legal authority each such Tax Item shall be allocated as provided in Section 2.2. Attached hereto as Exhibit A is an estimate of the Tax Items allocable to the Pride Group and the Seahawk Group, respectively.

  • After the Distribution Date until the first anniversary thereof, Seahawk shall not, and shall cause its Affiliates and any employment agencies acting on its behalf not to, solicit, recruit or hire, without Pride’s express written consent, any Persons who are employed by any member of the Pride Group immediately after the Distribution Date.

  • When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to Pride or Seahawk may be made by or to another member of the Pride Group or the Seahawk Group, as appropriate, but nothing in this Section 4.5 shall relieve Pride or Seahawk of its obligations under this Agreement.

  • If any member of the Pride Group remits a payment to a Tax Authority for Taxes for which Seahawk is wholly or partially liable under this Agreement, Seahawk shall remit the amount for which it is liable to Pride within thirty days after receiving notification requesting such amount.

  • In the event that Pride or Seahawk fails to provide information within the time period provided in Section 3.1(b) and in the form reasonably requested by the other party to permit the timely filing of a Separate Return, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of the Pride Group or the Seahawk Group by reason of any resulting delay in filing such return.

  • As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, Pride shall use commercially reasonable efforts to deliver or cause to be delivered to Seahawk all Seahawk Books and Records in the possession of the Pride Group, and Seahawk shall use commercially reasonable efforts to deliver or cause to be delivered to Pride all Pride Books and Records in the possession of the Seahawk Group.

  • Pride, for itself and as representative of all other members of the Pride Group, hereby assigns to Seahawk all right, title and interest, held by Pride or any member of the Pride Group, in and to any Seahawk Intellectual Property, including any and all Seahawk Marks.

  • Pride shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among Pride, each other Pride Group member, Seahawk, and each other Seahawk Group member.

Related to Pride Group

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

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • 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.

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

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

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

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

  • Retained Group means the 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 (except members of the Group);

  • Minority Group means any of the following racial or ethnic groups:

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

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • Corporate Group means the Corporation and its Subsidiaries treated as a single consolidated entity.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • 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.

  • 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.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

  • Cendant means Cendant Corporation, a Delaware corporation.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

  • Wireline means a cable containing one or more electrical conductors which is used to lower and raise logging tools in the well-bore.

  • 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.”

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.