Vistana Group definition
Examples of Vistana Group in a sentence
At the Business Transfer Time, except as otherwise provided under this Agreement or any other agreement relating to the Transaction, the Vistana Group shall retain or assume, as the case may be, responsibility as employer of the Vistana Employees.
In no event shall Starwood be required to file any ruling request under this Section 6.03(a) unless Vistana represents that (i) it has read such ruling request, (ii) agrees to all representations contained in such ruling request and (iii) all information and representations, if any, relating to any member of the Vistana Group, contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete.
Starwood shall reimburse Vistana for all reasonable costs and expenses incurred by the Vistana Group in cooperating with Starwood’s efforts to obtain a ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Vistana therefor.
Except as set forth in Section 2.3(b) and Section 2.3(c), Vistana, on behalf of itself and each other member of the Vistana Group, on the one hand, and Starwood, on behalf of itself and each other member of the Starwood Group, on the other hand, shall terminate, effective as of the Business Transfer Time, any and all Intercompany Agreements.
No member of the ILG Group or the Vistana Group shall take any position inconsistent with the Section 336(e) Election including the Section 336(e) Allocation Statement except as may be required by a Final Determination.
Starwood shall be entitled to retain a copy of the books and records of the Vistana Group relating to periods prior to the Effective Time; provided, that, to the extent required to satisfy Starwood’s legal or Contractual obligations, Starwood shall be entitled to retain original books and records relating to such periods, and shall provide Vistana with a copy of all such retained books and records.
The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal Income Tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Vistana or any member of the Vistana Group.
The percentages of gross assets or consolidated gross assets of Vistana or the Vistana Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Vistana and the members of the Vistana Group as of the Distribution Date.
No member of the Iris Group or the Vistana Group shall take any position inconsistent with the Section 336(e) Election including the Section 336(e) Allocation Statement except as may be required by a Final Determination.
For the avoidance of doubt, payment of that portion of the Distribution Date Payment equal to the SAP Consent Fee shall be deemed to satisfy in full any and all payment obligations of ILG, the Vistana Group and their respective Affiliates in connection with the SAP Consent pursuant to the terms of Section 2.1(c) of the Transition Services Agreement.