UpstreamCo Group definition

UpstreamCo Group shall have the meaning set forth in the Separation and Distribution Agreement.
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UpstreamCo Group means (a) prior to the Effective Time, UpstreamCo and each Person that will be a Subsidiary of UpstreamCo 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 UpstreamCo; and (b) on and after the Effective Time, UpstreamCo and each Person that is a Subsidiary of UpstreamCo.
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Examples of UpstreamCo Group in a sentence

  • UpstreamCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the UpstreamCo Group.

  • Parent hereby waives compliance by each and every member of the UpstreamCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Notwithstanding anything in this Agreement to the contrary, neither UpstreamCo or any member of the UpstreamCo Group, on the one hand, nor Parent or any member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

  • Parent shall not make, and shall not permit any other member of the Parent 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 UpstreamCo or any other member of the UpstreamCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

  • In addition, the member of the UpstreamCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance with past practice.

  • UpstreamCo shall not make, and shall not permit any other member of the UpstreamCo 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 Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).

  • UpstreamCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the UpstreamCo Group.

  • UpstreamCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the UpstreamCo Assets to any member of the UpstreamCo Group.

  • As of the Operational Separation Date, UpstreamCo shall cause each UpstreamCo Pension Plan to assume Liabilities for UpstreamCo Group Employees and Former UpstreamCo Group Employees under the corresponding Parent Divided Pension Plan and shall cause the UpstreamCo Pension Trust to accept Assets with respect to such assumed Liabilities (including Assets and Liabilities in respect of beneficiaries and/or alternate payees).

  • Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program or arrangement sponsored or maintained by a member of the Parent Group or member of the UpstreamCo Group on the part of any Employee or Former Employee.

Related to UpstreamCo 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.

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

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

  • 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.”

  • 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.

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

  • 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);

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

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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.

  • Transferred Entities means the entities set forth on Schedule 1.5.

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

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

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

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

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

  • Supplier Group means the Supplier, its Affiliated Companies, its subcontractors and its and their respective employees, officers, directors, representatives, agents and invitees.

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

  • SpinCo Employee has the meaning set forth in the Employee Matters Agreement.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • Provider Group means a medical group, independent

  • ITT has the meaning given to it in the recitals to this Framework Agreement;