Examples of TSYS Group in a sentence
TSYS may request from Synovus and retain copies of, and Synovus may request from TSYS and retain copies of, (i) with respect to any Joint Return, all pro forma federal and state Tax Returns, supporting schedules and workpapers related to members of the TSYS Group, and (ii) any Separate Returns with respect to any Pre-Distribution Tax Period for any TSYS Group members, including supporting schedules and workpapers.
Tax sharing payments made by the TSYS Group under this Section 2.4(a), as well as tax sharing payments made by TSYS Group prior to the Distribution Date, shall be trued up when each applicable Joint Return is finalized and filed.
Each member of the Synovus Group and the TSYS Group shall cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns, Tax Contests, and all other matters covered by this Agreement.
Synovus shall not be required to take any action pursuant to this Section 4.3(a) if TSYS fails to certify, upon request, that all information and representations relating to any member of the TSYS Group in the relevant documents are true, correct and complete.
TSYS shall make all determinations with respect to, have ultimate control over the preparation of, and file all Tax Returns (other than those described in Section 3.1) for the TSYS Group as it determines to be mandatory or advisable and for all tax periods; provided, however, that TSYS may engage Synovus to prepare Tax Returns pursuant to the terms and conditions of the Transition Services Agreement.
Upon request, each party shall make available to the other party the portion of any Pre-Distribution Tax Period Tax Returns that relates to the TSYS Group.
However, nothing in this Section 2.3 shall (A) preclude any member of the Synovus Group or the TSYS Group that are insured under the Shared Policies from presenting any claim or from exhausting any policy limit or (B) require Synovus or TSYS (or any member of their respective Group) to renew, extend or continue any policy in force.
Synovus agrees to use reasonable efforts to procure on behalf of TSYS a return of any unearned premiums due under the Shared Policies as a result of the TSYS Group no longer being an insured as of the Effective Time.
This Agreement shall be binding upon Synovus, any member of the Synovus Group, TSYS, and any member of the TSYS Group and inure solely to the benefit of the Synovus Indemnitees and the TSYS Indemnitees, and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.
Provided, however, that TSYS, and TSYS alone, shall be responsible for purchasing and maintaining any and all types of directors and officers liability insurance, other than the run-off coverage as outlined in this Section 2.5, including but not limited to coverage for the TSYS Group (and its respective Subsidiaries, directors and officers, and any other insured persons) for “wrongful acts” occurring solely after the Effective Time.