Xxxxxxx Controls Group definition

Xxxxxxx Controls Group means Xxxxxxx Controls and its Affiliates, excluding any entity that is a member of the Adient Group.
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Xxxxxxx Controls Group shall have the meaning set forth in the Separation and Distribution Agreement.
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Xxxxxxx Controls Group means Xxxxxxx Controls and its Affiliates, excluding any entity that is a member of the Adient Group. “Xxxxxxx Controls Group Employees” has the meaning set forth in the Employee Matters Agreement. “Xxxxxxx Controls Group Relief” means, without duplication, (i) any Relief of any member of the Xxxxxxx Controls Group as of immediately after the Distribution and (ii) any Relief generated by, or attributable or arising to, any member of the Xxxxxxx Controls Group in a Post-Distribution Period. “Xxxxxxx Controls Return” has the meaning set forth in Section 3.01(a). “Xxxxxxx Controls Separate Return” means any Separate Return of Xxxxxxx Con- trols or any member of the Xxxxxxx Controls Group. “Law” has the meaning set forth in the Separation and Distribution Agreement. “Loss” has the meaning set forth in Section 5.01(b). “Non-Recoverable Transaction Tax Return” has the meaning set forth in Section 3.01(a). “Non-Recoverable Transaction Taxes” has the meaning set forth in Section 2.03(a). “Notified Action” has the meaning set forth in Section 6.03(a). “Old Xxxxxxx Controls” means Xxxxxxx Controls, Inc., a Wisconsin corporation. “Old Xxxxxxx Controls Affiliated Group” has the meaning set forth in the defini- tion of “Old Xxxxxxx Controls Federal Consolidated Income Tax Return.” “Old Xxxxxxx Controls Federal Consolidated Income Tax Return” means any U.S. federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Old Xxxxxxx Controls is the common parent (the “Old Xxxxxxx Controls Affiliated Group”). “Old Xxxxxxx Controls Internal Contribution” means the contribution of specified assets to an Old Xxxxxxx Controls Internal Controlled pursuant to the Separation and Distribution Agreement and the Separation Step Plan. “Old Xxxxxxx Controls Internal Controlled” means each of Recaro Automotive Mexico S. de X.X. de C.V., Ensamble de Interiors Automotrices S. de X.X. de C.V. and Xxxxxxx Controls Asia Holdings Co. Limited, and their respective successors. “Old Xxxxxxx Controls Internal Controlled Capital Stock” means, with respect to any Old Xxxxxxx Controls Internal Controlled, all classes or series of capital stock of such Old Xxxxxxx Controls Internal Controlled, including (i) any class of common stock, preferred stock
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Examples of Xxxxxxx Controls Group in a sentence

  • Xxxxxxx Controls agrees that it will not take or fail to take, or cause or permit any member of the Xxxxxxx Controls Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements.

  • Adient shall be liable for, and shall indemnify and hold harmless the Xxxxxxx Controls Group from and against any liability for, any Taxes for which Adient is responsible, or which are allocated to Adient, pursuant to this Section 2 or Section 3.

  • The Xxxxxxx Controls Group shall be responsible for any and all Liabilities to, or relating to, Xxxxxxx Controls Group Employees and Former Xxxxxxx Controls Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

  • Xxxxxxx Controls shall retain all Liabilities under the Xxxxxxx Controls Retirement Restoration Plan for the Savings Supplemental Accounts of Xxxxxxx Controls Group Employees and Former Employees and for Liabilities under the Xxxxxxx Controls Retirement Restoration Plan for Savings Supplemental Accounts of Adient Group Employees that relate to deferrals prior to or as of the closing of the Merger.

  • Soft components such as long-term strategic planning and maintenance and operation activities contributed to improving resilience and achieving adaptation to climate change.

  • Following the Effective Time, Xxxxxxx Controls shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees, and Adient shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient Awards held by Adient Group Employees.

  • Adient agrees to indemnify and hold harmless each member of the Xxxxxxx Controls Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the Adient Group having supplied, pursuant to this Section 7, a member of the Xxxxxxx Controls Group with inaccurate or incomplete information in connection with a Tax Liability.

  • The Parties acknowledge that the Xxxxxxx Controls Group or the Adient Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement.

  • The rights of each member of the Xxxxxxx Controls Group and each member of the Adient Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

  • To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement, or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the Xxxxxxx Controls Group and members of the Adient Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

Related to Xxxxxxx Controls Group

  • Interim controls means a set of measures designed to temporarily reduce human exposure or likely exposure to lead-based paint hazards, including specialized cleaning, repairs, maintenance, painting, temporary containment, ongoing monitoring of lead-based paint hazards or potential hazards, and the establishment and operation of management and resident education programs.

  • Internal Controls has the meaning set forth in Section 4.07(d).

  • Quarterly reporting period means the three-month period covered by each

  • Internal control over financial reporting means a process effected by an insurer’s board of directors, management and other personnel designed to provide reasonable assurance regarding the reliability of the financial statements, i.e., those items specified in Section 5(B)(2) through 5(B)(7) of this regulation and includes those policies and procedures that:

  • Internal control means a process effected by an entity's governing board, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

  • Extended Reporting Period means a designated period of time after a claims-made policy has expired during which a claim may be made and coverage triggered as if the claim has been made during the policy period.

  • Evaluation Period bears the meaning ascribed thereto in Section 7.4(d)(i);

  • Reporting Company means a company that is obligated to file periodic reports under Sections 13 or 15(d) of the Securities Exchange Act.

  • Increased Reporting Period means the period commencing after the continuance of an Increased Reporting Event and continuing until the date when no Increased Reporting Event has occurred for 30 consecutive days.

  • Rapid(ly) report(ing means within 72 hours of discovery of any cyber incident.

  • Engineering controls means constructed containment barriers or systems that control one or more of the following: downward migration, infiltration, or seepage of surface runoff or rain; or natural leaching migration of contaminants through the subsurface over time. Examples include caps, engineered bottom barriers, immobilization processes, and vertical barriers.

  • Distribution Compliance Period with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • SOX means the Xxxxxxxx-Xxxxx Act of 2002, as amended.

  • Financial Reporting Measure means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.

  • Financial reporting year means the latest consecutive twelve-month period for which any of the following reports used to support a financial test is prepared:

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • Critical group means the group of individuals reasonably expected to receive the greatest exposure to residual radioactivity for any applicable set of circumstances.

  • Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s).

  • Weekly Reporting Period means any Level 2 Ratings Period.

  • Quarterly (1/Quarter) sampling frequency means the sampling shall be done in the months of March, June, August, and December, unless specifically identified otherwise in the Effluent Limitations and Monitoring Requirements table.

  • Financial Reporting Measures means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

  • Institutional Controls or “ICs” shall mean Proprietary Controls and state or local laws, regulations, ordinances, zoning restrictions, or other governmental controls or notices that: (a) limit land, water, or other resource use to minimize the potential for human exposure to Waste Material at or in connection with the Site; (b) limit land, water, or other resource use to implement, ensure non-interference with, or ensure the protectiveness of the RA; and/or (c) provide information intended to modify or guide human behavior at or in connection with the Site.

  • disclosure period means the period commencing on 16 July 2012 (being the date 12 months prior to the commencement of the Offer Period) and ending on the disclosure date;

  • pleasure craft means vessels which are manufactured or operated primarily for recreational purposes, or leased, rented, or chartered to a person or business for recreational purposes. The owner or operator of such vessels shall be responsible for certifying that the intended use is for recreational purposes.

  • State Fiscal Year means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas.