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

  • That presumption may only be rebutted where the record affirmatively shows the contrary.

  • Effective as of the Effective Time, except as otherwise specifically provided herein, the Xxxxxxx Controls Group shall retain all Liabilities relating to Incurred Claims under the Xxxxxxx Controls U.S. Welfare Plans, and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims.

  • 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.

  • Nothing in this Agreement shall create any obligation on the part of any member of the Xxxxxxx Controls Group or any member of the Adient Group to (i) continue the employment of any Employee or permit the return of any Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

  • 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.

  • Each Xxxxxxx Controls Long-Term Incentive Award that is outstanding immediately prior to the Effective Time and that is held by a Xxxxxxx Controls Group Employee or a Former Xxxxxxx Controls Group Employee shall be retained by Xxxxxxx Controls, and each such award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Xxxxxxx Controls Long-Term Incentive Award prior to the Effective Time.

  • Subject to any limitations imposed by applicable Law, Xxxxxxx Controls and Adient (acting directly or through members of the Xxxxxxx Controls Group or the Adient Group, respectively) shall provide to the other Party and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

  • Effective as of the Effective Time, Adient shall assume all Liabilities with respect to any matching contributions and retirement income contributions to be made to the AE Savings Plan in respect of the 2016 calendar year, and the Xxxxxxx Controls Group shall be relieved of all such Liabilities.

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

  • As of the Effective Time, Adient shall, and shall cause the Adient Executive Deferred Compensation Plan to, assume all Liabilities under the Xxxxxxx Controls Executive Deferred Compensation Plan of Adient Group Employees that relate to deferrals following the closing of the Merger, determined as of the Effective Time, and the Xxxxxxx Controls Group and the Xxxxxxx Controls Executive Deferred Compensation Plan shall be relieved of all such Liabilities.

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 for districts means processes designed and im- plemented by districts to provide reasonable assurance regarding the achievement of objectives in the following categories:

  • 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 set of systems to ensure that financial and other records are reliable and complete and which ensure adherence to the entity's management policies, the orderly and efficient conduct of the entity, and the proper recording and safeguarding of assets and resources;

  • 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.

  • Automatic exposure control means a device which automatically controls one or more technique factors in order to obtain at a preselected location(s) a required quantity of radiation (See also "Phototimer").

  • Overall control efficiency means the efficiency of a control system, calculated as the product of the capture and control device efficiencies, expressed as a percentage.

  • 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 means the period that ends 40 days after the completion of the distribution of each Tranche of Notes, as certified by the relevant Dealer (in the case of a non-syndicated issue) or the relevant Lead Manager (in the case of a syndicated issue);

  • 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.

  • 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 22 February 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.