Extendicare Group definition
Examples of Extendicare Group in a sentence
ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance.
Extendicare shall promptly pay to ALC all insurance proceeds relating to the ALC Business, the ALC Assets or the Assumed Liabilities received by the Extendicare Group under any third party insurance policy.
Extendicare shall, and shall cause each other member of the Extendicare Group to, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable ALC Company, promptly all money, rights and other consideration received by it or any other member of the Extendicare Group in respect of such performance.
Except as set forth on Schedule 3.04, at or before the Effective Time, Extendicare shall cause all intercompany indebtedness (which shall include payables and receivables) between any ALC Company or any operating unit of any ALC Company, on the one hand, and any member of the Extendicare Group or any operating unit thereof (other than any ALC Company or operating unit thereof), on the other hand, including any indebtedness under the Intercompany Arrangements, to be settled.
Nothing in this Section 4.05 shall (i) reduce, limit or otherwise affect the right of a member of the Extendicare Group to seek or obtain insurance proceeds with respect to any damage, destruction or casualty loss to or of an Excluded Asset, nor shall anything in this Section 4.05 reduce, limit or otherwise affect any of the rights of ALC or any other ALC Indemnitee set forth in Article V or (ii) require Extendicare to obtain any additional insurance with respect to any ALC Asset.
This Section 2.04 does not address any Tax sharing agreements solely between members of the ALC Group or solely between members of the Extendicare Group.
Except as set forth in this Agreement, any and all existing Tax sharing agreements, arrangements, understandings and practices regarding Tax and its payment, allocation or sharing between any member of the ALC Group and any member of the Extendicare Group shall be terminated as of the Separation.
Each member of the Extendicare Group and the ALC Group shall cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns and Adjustment Requests, Tax Contests and other matters covered by this Agreement.
Any Refund attributable to (i) any Tax for which any member of the ALC Group is responsible under this Article II shall be for the account of ALC and (ii) any Tax for which any member of the Extendicare Group is responsible under this Article II shall be for the account of EHI.
The amount of Tax “attributable to” members of the Extendicare Group shall be determined in accordance with the principles described in Exhibit B.