FHP Group definition

FHP Group means FHP International Corporation, and all of its existing and former subsidiaries (including ▇▇▇▇▇▇▇) and Affiliates, immediately prior to the Acquisition.
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FHP Group means FHP, the FHP Subsidiaries and each other Person that becomes a Subsidiary of FHP after the Distribution.
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Examples of FHP Group in a sentence

  • The indemnification provisions of this Agreement are not to be construed to be insurance coverage and do not amend or affect in any manner any insurance policies purchased by the FHP Group prior to the Expiration Date.

  • Each Intercompany Account representing Indebtedness (for the avoidance of doubt, excluding the Secured Notes) or an account payable outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the FHP Group and the SpinCo Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.

  • At any time after the Distribution Date that FHP or any member of the FHP Group proposes to destroy such material or information, FHP and FHP OP shall first notify SpinCo and SpinCo OC in writing and SpinCo and SpinCo OC shall be entitled to receive such materials or information proposed to be destroyed.

  • The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the FHP Group and the SpinCo Group, and that each of the members of the FHP Group and the SpinCo Group should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges that may be asserted under applicable Law.

  • FHP and FHP OP shall promptly notify SpinCo in writing upon receipt by FHP or any member of the FHP Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which SpinCo or SpinCo OC may be liable under this Agreement or that impacts any portion of a Post-Closing Period.

  • The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of the SpinCo Group or the FHP Group, as the case may be.

  • Each Party hereto and each member of their respective Group hereby waives compliance by each and every member of the other Party’s Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Assets to any member of the SpinCo Group or FHP Group, as applicable.

  • FHP shall not make, and shall not permit any member of the FHP Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any SpinCo Indemnitee with respect to any Liabilities released pursuant to Section 9.1(b).

  • The Parties agree that such privileged information shall not be used by or against any member of the SpinCo Group or FHP Group in any action, suit or proceeding in which any member of a Group is adverse to any member of the other Group.

  • FHP Group shall be entitled to any refund of or credit for Taxes for which FHP or its Subsidiaries are responsible under this Agreement, and SpinCo Group shall be entitled to any refund of or credit for Taxes for which SpinCo or its Subsidiaries are responsible under this Agreement.