Examples of TODCO Business in a sentence
Section 4.2(a) shall not apply, and TODCO shall have no obligation to pay Holdings, with respect to any Pre-IPO Tax Asset, to the extent that such Tax Asset either (x) reduces a Foreign Income Tax imposed by the Republic of Trinidad and Tobago and the creation of such Tax Asset was attributable to the TODCO Business or (y) is generated as a result of the payment of a Foreign Income Tax imposed by the Republic of Trinidad and Tobago and such Foreign Income Tax was attributable to the TODCO Business.
Except as provided in Section 2.5, TODCO shall be liable for any Other Tax attributable to the TODCO Business, and Holdings shall indemnify TODCO and its Subsidiaries for any Other Tax that is not attributable to the TODCO Business.
Except as expressly set forth in this Agreement or in an Ancillary Agreement, TODCO, Transocean Holdings and Transocean understand and agree that no member of the Transocean Group is representing or warranting to TODCO or any member of the TODCO Group in any way as to the TODCO Business or the TODCO Liabilities.
With respect to matters relating to the TODCO Business, TODCO shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Transocean shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of TODCO that could result in any waiver of any Privilege that could be asserted by TODCO or any of its Subsidiaries under applicable Law and this Agreement.
Transocean Business" means any business of Transocean and its Subsidiaries other than the TODCO Business.
TODCO shall be liable for all Foreign Income Taxes imposed by the Republic of Trinidad and Tobago that are attributable to the TODCO Business, regardless of whether such Taxes relate to a period, or portion thereof, ending on or before the IPO Closing Date.
TODCO and its Subsidiaries shall retain all cash and cash equivalents generated by the TODCO Business following June 30, 2003.
Prior Transfer" means a transfer prior to the Exchange of any part of the TODCO Business contained in the Transocean Group to the TODCO Group and an assumption prior to the Exchange Date by the TODCO Group of any of the TODCO Liabilities, and the transfer prior to the Exchange of any part of the Transocean Business contained in the TODCO Group to the Transocean Group and an assumption prior to the Exchange by the Transocean Group of any of the TODCO Excluded Liabilities.
Effective as of November 1, 2002, employees who were employed in the TODCO Business were no longer eligible to participate in the Transocean U.S. Savings Plan, and said Plan was amended to eliminate participation by such employees as of November 1, 2002.
Transocean Holdings hereby grants to TODCO a perpetual, worldwide, non-exclusive, royalty free license, with the right to sublicense only to members of the TODCO Group, to use the Licensed Intellectual Property for the purpose of enabling the TODCO Group to conduct the TODCO Business.