Semiconductor Equipment Group definition
Examples of Semiconductor Equipment Group in a sentence
Except for Insurance Proceeds paid to or on behalf of any member of the Health Care Systems Group or the Semiconductor Equipment Group at the direction of IB in satisfaction of a claim that would otherwise be subject to indemnification by IB under Article VII, IB shall be entitled to receive from Varian any Insurance Proceeds with respect to any IB Claims under the Company Policies, including reimbursement for Instruments Liabilities.
Such contribution shall be based on Varian's good faith estimate of the Cash and Cash Equivalents of the Semiconductor Equipment Group and the consolidated Net Worth of SEB as of the Effective Time and shall be subject to adjustment as provided in Section 9.03(c)(i).
Except for the defined terms set forth below, the ------- capitalized terms used in this Agreement have the meanings ascribed to them in Article I, Section 1.01 of the Distribution Agreement, except that for purposes of this Agreement the terms "HCS," "IB" and "SEB" shall include the other members of the Health Care Systems Group, the Instruments Group and the Semiconductor Equipment Group, respectively, unless the context otherwise requires.
IB and SEB, respectively, --------------------------------- shall assume all direct and indirect administrative costs associated with the Varian Profit-Sharing Plan with respect to Active Employees of the Instruments Group and the Semiconductor Equipment Group, respectively, which would otherwise be borne by HCS, and such costs shall constitute Instruments Liabilities and Semiconductor Equipment Liabilities, respectively.
IB shall be liable for, and ------------------------------- shall indemnify and hold harmless the Health Care Systems Group and the Semiconductor Equipment Group from and against any liability for, any Restructuring Tax to the extent arising from any breach of Instrument's representations or covenants under Section 10 or any Tainting Act by IB or its Affiliates.
Health Care Systems shall be liable for, and ------------- shall indemnify and hold harmless the Semiconductor Equipment Group and the Instruments Group from and against any liability for Taxes, which are HCS's responsibility or which are allocated to HCS under this Section 2.
None of the Active Employees of ------------------------- the Semiconductor Equipment Group or the Instruments Group will accrue any benefits under the Varian Associates, Inc.
None of the Active Employees of ------------------------ the Semiconductor Equipment Group or the Instruments Group will receive grants of restricted stock under the "restricted stock program" of the Varian Associates, Inc.
Subject to the proviso in the preceding sentence, as between the parties to this Agreement, HCS shall be liable for all Taxes imposed on any member of the Health Care Systems Group, SEB shall be liable for all Taxes imposed on any member of the Semiconductor Equipment Group and IB shall be liable for all Taxes imposed on any member of the Instruments Group.
All unvested Restricted Stock held by ---------------- employees and non-employee directors of the Health Care Systems Group, the Semiconductor Equipment Group and the Instruments Group shall be fully vested immediately prior to the Distributions.