Seahawk Group definition

Seahawk Group. “Seahawk Group” means Seahawk and the Subsidiaries set forth on Schedule 1.83 and each Person that becomes a Subsidiary of Seahawk after the Distribution Date.
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Seahawk Group means (x) with respect to any Tax Year (or portion thereof) ending at or before the Effective Time, Seahawk and each of its Subsidiaries at the Effective Time; and (y) with respect to any Tax Year (or portion thereof) that begins after the Effective Time, Seahawk and each Subsidiary of Seahawk (but only while such Subsidiary is a Subsidiary of Seahawk).
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Seahawk Group shall have the meaning set forth in the Master Separation Agreement.
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Examples of Seahawk Group in a sentence

  • 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.

  • 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.

  • The $70x of Tax credits consist of (i) a $50x foreign Tax credit carryforward which was generated in 2008 by a member of the Seahawk Group (as the Seahawk Group was composed in 2008) which was at all times during 2008 engaged solely in the Pride Business, and (ii) a $20x foreign Tax credit carryforward which was generated in 2008 by a member of the Seahawk Group (as the Seahawk Group was composed in 2008) which was at all times during 2008 engaged solely in the Seahawk Business.

  • 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.

  • 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.

  • Notwithstanding the foregoing, Pride shall not be required to file any Supplemental IRS Submission unless Seahawk represents to Pride that (x) it has reviewed the Supplemental IRS Submission and (y) all information and representations, if any, relating to any member of the Seahawk Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

  • Pride shall provide to Seahawk, and Seahawk shall provide to Pride, any information about members of the Pride Group or the Seahawk Group, respectively, which the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Sections 3.2(a) or (b).

  • Without limiting the other provisions of this Section 8, following the Effective Time, Seahawk shall not, and shall cause the members of the Seahawk Group not to, take any action that, or fail to take any action the failure of which, would be reasonably likely to be inconsistent with, or cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Tax Materials.

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

  • 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.

Related to Seahawk 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.

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

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

  • 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.”

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

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

  • 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);

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

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

  • Work group means a crew or number of crews which work from a common point of assembly and perform work of a similar nature in a defined seniority block. Where more than one (1) work group works from a common point of assembly the work groups will be defined by the Employer.

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

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

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

  • 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.

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

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

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

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

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

  • Company Group means the Company and its Subsidiaries.

  • Company Group Member means each member of the Company Group.

  • Supplier Group means the Supplier, its Affiliated Companies, its subcontractors and its and their respective employees, officers, directors, representatives, agents and invitees.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.