Cal Dive Group definition

Cal Dive Group means, collectively, Cal Dive and its direct and indirect Subsidiaries immediately after the IPO, including, without limitation, the Subsidiaries set forth on Schedule 1.1.
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Cal Dive Group means Cal Dive, each Subsidiary of Cal Dive immediately after the Closing and each other Person that is either controlled directly or indirectly by Cal Dive immediately after the Closing; provided that, any Delayed Transfer Asset that is transferred to Cal Dive at any time following the Closing shall, to the extent applicable, and from and after the Closing Date, be considered part of the Cal Dive Group for all purposes of this Agreement.
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Examples of Cal Dive Group in a sentence

  • Cal Dive shall cause each Cal Dive Group Member to elect and join in filing Combined Tax Returns with any Parent Group Member that Parent reasonably determines are required to be filed under applicable Tax Laws or will result in the minimization of the net present value of the aggregate Tax to the Group Members eligible to join in such Combined Tax Returns.

  • Cal Dive shall, and shall cause each other Cal Dive Group Member to, assist and cooperate with Parent in accordance with Section 6 with respect to the preparation and filing of all Parent Filed Returns, including providing information required to be provided in Section 6.

  • Upon such termination and settlement, no further payments by or to any Parent Group Member or by or to any Cal Dive Group Member, with respect to such Prior Tax Allocation Agreements, shall be made, and all other rights and obligations resulting from such Prior Tax Allocation Agreements between the Companies and their Affiliates shall cease at such time.

  • If a Cal Dive Group Member realizes a Tax Benefit upon its utilization of a Tax Asset of a Parent Group Member, Cal Dive shall make a payment to Parent equal to the Tax Benefit realized to the extent such utilization occurs during any Post-IPO Period.

  • Any refund or other Tax Benefit obtained as a result of any such Adjustment Request pursuant to the preceding sentence shall be for the account of Parent, and Parent shall have no obligation to compensate or make a payment to any Cal Dive Group Member in the event any such Adjustment Request results in a Tax Detriment to any Cal Dive Group Member.

  • In the case of any Parent Filed Return which is required by applicable Tax Law to be signed by any Cal Dive Group Member (or by its authorized representative), Cal Dive shall cause such Cal Dive Group Member (or its authorized representative) to sign such Parent Filed Return.

  • In the case of any Tax Contest with respect to any Other Tax for which Cal Dive is solely responsible under Section 2.5, Cal Dive shall have the exclusive right, in its sole discretion, to control, contest and represent the interests of the Cal Dive Group in such Tax Contest and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest.

  • T h e a d ju s t e d in d e x is a lw a y s a t th e y e a r ’ s h ig h p o in t in O c t o b e r .f o r N o v e m b e r i s , t h e r e fo r e , h ig h e r th a n f o r a n y o th e r m o n th ► T o t a l lo a n s a n d in v e s t m e n t s a t w e e k ly re p o r t in g m e m b e r in m o re th a n t w e n t y y e a r s .

  • Parent shall be responsible for any and all State Income Taxes, including any adjustment to such State Income Taxes as a result of a Final Determination, that are imposed on or are attributable to any Cal Dive Group Member for any Pre-IPO Period.

  • If any Parent Group Member receives a refund or realizes a Tax Benefit as a result of a Carryback Item of any Cal Dive Group Member arising in a Post-IPO Period being carried back to a Pre-IPO Period, Parent shall make a payment to Cal Dive in an amount equal to such refund or the realized Tax Benefit within 30 days following either the receipt of such refund or the filing of the Tax Return reflecting the realization of such Tax Benefit.

Related to Cal Dive Group

  • Executive Group means every person who is expected by the Committee to be both (i) a “covered employee” as defined in Section 162(m) of the Code as of the end of the taxable year in which payment of the Award may be deducted by the Company, and (ii) the recipient of compensation of more than $1,000,000 for that taxable year.

  • Cooperative group means a formal network of facilities that collaborate on research projects and

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

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • member of the work-related activity group means a person who has or is treated as having limited capability for work under either—

  • Remaining Business means whichever of the Operating Systems Business and the Applications Businesses is not transferred to a separate entity pursuant to the Plan.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Properties, Loans and other Permitted Investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Minority Group means any of the following racial or ethnic groups:

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Rated Final Distribution Date The Distribution Date occurring in April 2050.

  • Partnership Group means the Partnership and its Subsidiaries treated as a single consolidated entity.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Partnership Group Member means any member of the Partnership Group.

  • Group Business Entity means;

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Indemnitee-Related Entities means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

  • Group the Company and its subsidiaries

  • Principally Above Ground means that at least 51% of the actual cash value of the structure is above ground.

  • Sponsor Entities means (i) CSL Capital Management, LLC, Ranger Energy Holdings, LLC and Torrent Energy Holdings, LLC and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Protective glove means a glove made of radiation absorbing materials used to reduce radiation exposure.

  • Scheduled Final Distribution Date No.: H-1 September 15, 2021 This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing properties and held in trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1S, Class A-M, Class A-J, Class A-1A, Class XP, Class B, Class C, Class D, Class E, Class F, Class XS, Class G, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R and Class LR Certificates (together with the Class H Certificates, the "Certificates"; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as "Certificateholders"). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2006 (the "Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Capmark Finance Inc., as servicer (the "Capmark Servicer") with respect to all of the Mortgage Loans other than the mortgage loans known as the Ala Moan Portfolio Loan and the Fair Lakes Office Portfolio Loan which are being serviced by Wachovia Bank, National Association (the "Wachovia Servicer" and collectively with the Capmark Servicer, the "Servicers"), J.E. Robert Company, Inc., as specixx xexxxxxx (the "Special Servicer") and LaSalle Bank National Association, as trustee, (the "Trustee") and Paying Agent. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Trustee makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Trustee under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other than the final distribution on any Certificate), on the tenth day of each month, or if such day is not a Business Day, the Business Day immediately following such day, commencing in November 2006 (each such date, a "Distribution Date") an amount equal to such Person's pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. During each Interest Accrual Period (as defined below), interest on the Class H Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;