Seahawk Group definition
Examples of Seahawk Group in a sentence
Pride shall not make, and shall not permit any member of the Pride Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Seahawk or any member of the Seahawk Group, or any other Person released pursuant to Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b).
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.
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.
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 agrees and acknowledges that (x) as of the date of this Agreement, as between the Pride Group and Seahawk Group, all right, title and interest in and to any and all Seahawk Marks shall be the sole and exclusive property of the Seahawk Group and (y) the Pride Group shall cease and discontinue all use of the Seahawk Marks as of the date of 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.
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.
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.
Pride shall make available, and cause its Subsidiaries to make available, to members of the Seahawk Group for inspection and copying that portion of any Tax Record in their possession that relates to Tax Years that begin on or before the Distribution Date and which is reasonably necessary for the preparation of a Joint Return or Separate Return by a member of the Seahawk Group or with respect to an audit or litigation by a Tax Authority of such return.