Filtration Group definition
Examples of Filtration Group in a sentence
It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions by any member of the Cummins Group or the Filtration Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.
For the avoidance of doubt, in the event that Property Taxes are imposed with respect to property that is owned by both a member of the Cummins Group and a member of the Filtration Group during a Tax Period, the amount of Property Taxes for which each of Cummins and Filtration is liable shall be computed on a daily pro rata basis with respect to the number of days the Cummins Group member and the Filtration Group member, respectively, owned the property.
Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Filtration Group, as determined by Cummins in its discretion, then any similar expenses shall be borne by Filtration, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.
Except as provided in this Section 2.13 and Section 10.23, all Cash Equivalents held by any member of the Filtration Group as of the Effective Time shall be a Filtration Asset and all Cash Equivalents held by any member of the Cummins Group as of the Effective Time shall be a Cummins Retained Asset.
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 Cummins Group and any member of the Filtration Group shall be terminated with respect to the Filtration Group and the Cummins Group as of the Effective Date.
In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the Transactions will be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law.
Notwithstanding any provision of this Agreement to the contrary, except to the extent expressly provided pursuant to a Cummins Shared Policy pursuant to Section 9.1(a), from and after the Effective Time, neither Filtration nor any member of the Filtration Group shall have any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Cummins or any member of the Cummins Group.
No member of the Filtration Group shall dissolve, liquidate or wind up, or consolidate or merge with or into any Person.
Upon such termination, no further payments by or to any member of the Cummins Group by or to any member of the Filtration Group with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Cummins Group and the Filtration Group shall cease at such time.
The percentages of gross assets or consolidated gross assets of Filtration or the Filtration Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Filtration and the members of the Filtration Group as of the Distribution Date.