UNOVA Group definition

UNOVA Group shall have the meaning assigned to such term in the preface to this Agreement.
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Examples of UNOVA Group in a sentence

  • The parties agree that all accrued taxes, tax reserves and other tax balances in the balance sheet accounts of Western Atlas and its subsidiaries as of the Distribution Date, including but not limited to Financial Consolidations accounts (hereinafter, "Tax Reserves"), shall remain with the Western Atlas Group after the UNOVA Distribution, except for those Tax Reserves which shall belong to the UNOVA Group upon the UNOVA Distribution, as set forth by company and division on Schedule B hereto.

  • To the extent that any Liability assumed by any member of the UNOVA Group hereunder is secured by a reserve on the books of Western Atlas, such reserve shall be transferred from Western Atlas to the books of UNOVA as soon as practicable on or following the Distribution Date.

  • All information provided by UNOVA pursuant to this paragraph shall correctly reflect the facts regarding the income, properties, operations and status of each such member of the UNOVA Group and shall be prepared applying elections and methods of accounting that are consistent with those made or used by such member in prior taxable periods or such other elections and methods of accounting as may be reasonably agreed upon by the parties.

  • UNOVA and each member of the UNOVA Group will jointly and severally indemnify Western Atlas and each member of the Western Atlas Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes, and Western Atlas and each member of the Western Atlas Group will jointly and severally indemnify UNOVA and each member of the UNOVA Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes.

  • Except as otherwise agreed by the parties hereto, effective as of the Distribution Date, all officers or employees of the UNOVA Group who are acting as directors or officers of the Western Atlas Group and are UNOVA Employees shall resign from such positions with the Western Atlas Group.

  • On or about April 30, 1998, UNOVA shall pay to Western Atlas, or Western Atlas shall pay to UNOVA, as appropriate, a sum equal to the difference (if any) between (i) Western Atlas's estimate of the UNOVA Group Separate Tax Liability for the 1997 Stub Period, and (ii) an amount equal to all payments previously made by the UNOVA Group or any member thereof.

  • All Tax Returns of the UNOVA Group for periods beginning after the Distribution Date shall be filed by UNOVA or the appropriate UNOVA Business and all Tax Returns of the Western Atlas Group for periods beginning after the Distribution Date shall be filed by Western Atlas or the appropriate Western Atlas Business.

  • Not later than one business day before April 15, 1998, Western Atlas shall deliver to UNOVA a schedule showing its estimate of the UNOVA Group Separate Tax Liability for the 1997 Stub Period and the amount payable by UNOVA to Western Atlas, or by Western Atlas to UNOVA, as the case may be, pursuant to this Section 3.1(a).

  • Western Atlas shall determine, in good faith, the UNOVA Group Separate Tax Liability for 1997 Stub Year, including amounts due or refunds receivable with respect to IRS Form 8697.

  • Western Atlas shall indemnify and hold harmless each member of the UNOVA Group and UNOVA shall indemnify and hold harmless each member of the Western Atlas Group from and against any Taxes, penalties or interest required to be paid as a result of the breach by a member of the Western Atlas Group or the UNOVA Group, as the case may be, of any obligation under this Agreement.

Related to UNOVA 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;

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

  • 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.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

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

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

  • 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.

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

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

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • 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);

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Designated Group means - i) Black designated groups; ii) Black People; iii) Women; iv) people with disabilities or v) Small enterprise, as defined in Section 1 of National Small Enterprise Act, (102 of 1996)

  • Minority Group means any of the following racial or ethnic groups:

  • 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.”