Xxxxxx USA Group definition

Xxxxxx USA Group means Xxxxxx USA and its Subsidiaries as of (and, except where the context clearly indicates otherwise, after) the Distribution Time and after giving effect to the Restructuring, including all predecessors to such Persons.
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Xxxxxx USA Group shall have the meaning set forth in the Distribution Agreement.
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Examples of Xxxxxx USA Group in a sentence

  • Each member of the Xxxxxx USA Group, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by any member of the Xxxxxx USA Group and claims relating to any period at or after the Distribution Time involving any member of the Xxxxxx USA Group.

  • In the event that any member of the Xxxxxx Oil Group, on the one hand, and any member of the Xxxxxx USA Group, on the other hand, files Related Claims under any Shared Policy, each of Xxxxxx Oil and Xxxxxx USA shall receive a pro rata amount of the available insurance proceeds, based on the relationship the Loss incurred by each such party bears to the total Loss to both such parties from the occurrence or event underlying the Related Claims.

  • Commencing on and as of the Distribution Time, Xxxxxx USA shall be responsible for establishing and maintaining a separate insurance program consisting of the types of insurance policies and coverages that Xxxxxx USA considers appropriate to carry on behalf of the Xxxxxx USA Group.

  • If any member of the Xxxxxx Oil Group has any rights or claims against a Third Party insurer or other Third Party in connection with or relating to any Xxxxxx USA Assumed Action, such member shall, subject to Section 2.05, transfer and assign to the applicable member of the Xxxxxx USA Group all such rights or claims and cooperate with the Xxxxxx USA Group in connection with the enforcement and collection thereof.

  • The parties shall use reasonable efforts to settle prior to the Distribution Date (to the extent practicable), all intercompany receivables, payables and other balances, in each case, that arise prior to the Distribution Time between members of the Xxxxxx Oil Group, on the one hand, and members of the Xxxxxx USA Group, on the other hand (“Intercompany Accounts”), by one or more cash payments in satisfaction of such amounts.

  • Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Xxxxxx Oil Group in connection with the Distribution and related transactions shall be paid by Xxxxxx Oil, and all costs and expenses incurred by the Xxxxxx USA Group in connection with the Distribution and related transactions shall be paid by Xxxxxx USA.

  • If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx Oil shall promptly assign, or cause to be assigned, and Xxxxxx USA or the applicable member of the Xxxxxx USA Group shall assume, such Unreleased Xxxxxx USA Liabilities without exchange of further consideration.

  • It is understood that any Claims Made Policies may not provide any coverage to the Xxxxxx USA Group for incidents occurring prior to the Distribution Time but that are asserted with the insurance carrier after the Distribution Time.

  • Xxxxxx USA shall, and shall cause the members of the Xxxxxx USA Group to, comply with all agreements entered into in connection with any sale of Other Calumet Transferred Operations, and all Liabilities under such agreements will be “Xxxxxx USA Liabilities”.

  • Xxxxxx USA shall cause each of the other members of the Xxxxxx USA Group to, effective as of the Distribution Time, release and discharge each of the Xxxxxx Oil Indemnitees as and to the same extent as the release and discharge provided by Xxxxxx USA pursuant to the foregoing provisions of this Section 6.01(a).

Related to Xxxxxx USA Group

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

  • 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.

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

  • DCYF or the “Division” means the Department of Health and Human Services’ Division for Children, Youth and Families.

  • Top Paid Group means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of "415 Compensation" (determined for this purpose in accordance with Section 1.26) received from the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

  • Fxxxxx Mxx Federal National Mortgage Association or any successor thereto.

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

  • Customer Group means Customer and any of its Affiliates established and/or doing business in the EEA, or United Kingdom;

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

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

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

  • 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.

  • User Group means (a) you; (b) any entity or individual that Stripe reasonably determines is associated with you; and (c) each of your and their Affiliates; that has entered into an agreement with Stripe (or an Affiliate of Stripe) under which Stripe or its Affiliate provides services.

  • Mxxxx’x means Mxxxx’x Investors Service, Inc.

  • 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.

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

  • Product Group or “the Group” means a group of lotteries that has joined together to offer a product pursuant to the terms of the Multi-State Lottery Agreement and the Product Group’s own rules.

  • EXXXX means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

  • Xxxxxxx Family means Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xx., Xxxxxx Xxxxxxx, Xxxx Xxxxxxx and the members of their Families.

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

  • Contributing Parties has the meaning assigned to such term in the preamble.

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

  • 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: