DHC Group Definition | Law Insider - Chia Sẻ Kiến Thức Điện Máy Việt Nam

Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the DHC Group and any member of the Spinco Group shall be terminated as of the Distribution Date, and no member of the DHC Group or the Spinco Group shall have any continuing rights or obligations thereunder.

Spinco shall not, and shall not permit any member of the Spinco Group, to file any amended Tax Return that includes any member of the DHC Group or any of the assets or operations of the Audio Business or that includes any Tax for which DHC is responsible under this Agreement without the consent of DHC, not to be unreasonably withheld.

The DHC Group shall indemnify and hold harmless Spinco and any member of the Spinco Group from and against, and will reimburse Spinco for (i) all DHC Taxes and (ii) all Taxes and Indemnifiable Losses arising out of, based upon or relating or attributable to any breach on or after the Distribution Date of any representation, warranty, covenant or obligation contained in the Tax Materials or this Agreement by DHC or any member of the DHC Group or any shareholder of DHC.

Executive acknowledges and understands that, during the course of his employment by the Company, Executive has become, and will continue to become, familiar with (as the case may be) certain confidential information of the Company, Employer and Dxxxxxxxx Holding Corporation (“Parent Company”) and their respective subsidiaries and affiliates (collectively, the “ DHC Group ”) which is exceptionally valuable to the DHC Group and vital to the success of the DHC Group ’s business.

The DHC Group and the Spinco Group shall each remit or cause to be remitted to the applicable Governmental Entity in a timely manner any Taxes due in respect of any Tax Return that such Group is required to file (or, in the case of a Tax for which no Tax Return is required to be filed, which is otherwise payable by such Group or a member of such Group to any Governmental Entity).

DHC shall not, and shall not permit any member of the DHC Group , to file any amended Tax Return that includes any member of the Spinco Group or any of the Spinco Business and Assets or that includes any Tax for which Spinco is responsible under this Agreement without the consent of Spinco, not to be unreasonably withheld.

Executive acknowledges and understands that, during the course of his employment by the Company and the Parent Company, Executive has become, and will continue to become, familiar with (as the case may be) certain confidential information of the Company, Employer and Parent Company and their respective subsidiaries and affiliates (collectively, the “ DHC Group ”) which is exceptionally valuable to the DHC Group and vital to the success of the DHC Group ’s business.

During the Restricted Period or for a period of eighteen (18) months following the expiration of this Agreement, Executive agrees and covenants that he shall not, directly or indirectly, in any form or manner, contact, solicit, or facilitate the contacting or solicitation of, any Customer of the DHC Group for the purpose of competing with the Business.

The Parent Company, the Company and Executive desire to protect such confidential information from disclosure to third parties or use of such information to the detriment of any member of the DHC Group .

For purposes of this Agreement, the term “Customer” shall mean and refer to each person, entity, municipality or other governmental entity that has a contract with or is actively being solicited by the DHC Group to deliver waste, receive services or purchase energy during the period of Executive’s employment hereunder.

means DHC , all Persons that are Subsidiaries of DHC immediately after the Distribution , and Persons that become Subsidiaries of DHC thereafter; provided , however,

shall have the meaning specified in the Background Section hereof.

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.
Combined Group means a group of corporations or other entities that files a Combined Return.
Parent Group has the meaning set forth in Section 8.03(c).
RemainCo Group means Remainco and each of its direct and indirect Subsidiaries and Affiliates immediately after the Distribution (the “Initial Remainco Group”), and any corporation or other entity that is or may become part of such Group from time to time after the Distribution, provided that for the purposes of Section 4.10(b), the term “Affiliates” as used in this definition shall be limited to entities and shall not include any natural persons, and provided, further, that for the purposes of Section 4.10, Section 5.03 and Section 6.08, Remainco Group shall not include Disney or any of its direct or indirect Subsidiaries as of immediately prior to the effective time of the Wax Merger (unless such entity becomes a successor of a member of the Initial Remainco Group).
SAP Group means SAP Parent and any of its Associated Companies.
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.
Xxxx Group means (i) Xxxxxx X. Xxxx (“Xxxx”); (ii) Xxxx’x wife; (iii) any of Xxxx’x lineal descendants; (iv) Xxxx’x guardian or other legal representative or Xxxx’x estate; (v) any trust of which at least one of the trustees is Xxxx, or the principal beneficiaries of which are any one or more of the Persons in clauses (i) through (iv) above; (vi) any Person which is controlled by any one or more of the Persons in clauses (i) through (v) above; and (vii) any group (within the meaning of the Exchange Act and the rules of the Commission thereunder as in effect on the Issue Date) that includes one or more of the Persons described in clauses (i) through (vi) above, provided that such Persons described in clauses (i) through (vi) above control more than 50% of the voting power of such group.
DBS Group means DBS Bank Ltd, its subsidiaries, affiliates, branches and related companies.
Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.
Member means any of the entities that make up the joint venture/consortium/association, and “Members” means all these entities.
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.”
VAT Group means a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010 and any similar VAT grouping arrangement in any other jurisdiction;
Xxxxx Group means the Xxxxx Entities and any Person controlled, directly or indirectly, by Xxxxx other than the Partnership Entities.
Related Group For Loan Group 1, Group 1; for Loan Group 2, Group 2; for Loan Group 3, Group 3; and for Loan Group 4, Group 4.
SpinCo has the meaning set forth in the preamble.
Seller’s Group means the Seller and its Affiliates from time to time;
Combined Return means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the Distributing Group and one or more members of the Spinco Group.
Consolidated Group means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated federal income Tax Returns and any similar group under foreign, state or local law.
Consolidated Return means any Tax Return with respect to United States federal Income Taxes filed on a consolidated basis wherein VMware or one or more VMware Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Dell Technologies or one or more Dell Technologies Affiliates.
Retained Group means the 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 (except members of the Group);
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco after giving effect to the Separation.
SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.
Minority Group means any of the following racial or ethnic groups:
Relevant Group means the Company and any affiliated, combined, consolidated, unitary or similar group of which the Company is or was a member.
Supplier Group shall have the meaning set forth in Section 6.03.