HBIO Group definition

HBIO Group shall have the meaning set forth in the Separation and Distribution Agreement.
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HBIO Group means HBIO, each Subsidiary of HBIO immediately after the Separation Date and each other Person that is controlled directly or indirectly by HBIO immediately after the Separation Date (in each case other than any member of the HXXX Group).
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Examples of HBIO Group in a sentence

  • HBIO shall, and shall cause the other members of the HBIO Group to, jointly and severally, indemnify, defend and hold harmless the HXXX Indemnitees from and against any and all Liabilities of the HXXX Indemnitees relating to Third-Party Claims that any of the Transferred Intellectual Property or the New HBIO Technology infringes upon or misappropriates the Intellectual Property of any Third Party.

  • The Parties acknowledge that, as part of the transfer of the Transferred Intellectual Property and the Transferred Licenses, members of the HBIO Group or their Affiliates may inadvertently retain Technology or Intellectual Property that should have been transferred to HXXX pursuant to Article II of this Agreement, and HXXX may inadvertently acquire Technology or Intellectual Property that should not have been transferred.

  • The foregoing exclusive license grant shall not exclude or limit any member of the HBIO Group from their continued use of such all Intellectual Property, Technology and related Know-How, subject to Article IX hereof.

  • To the extent that the XXXX Group is unable to provide any such bioreactor when reasonably required for a particular order by the HBIO Group, the HBIO Group shall be entitled, for such order only, to either manufacture the bioreactor itself or purchase it from a third party.

  • For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HBIO in the Harvard Apparatus Research Business after such five-year period (the “Future HBIO Technology) will not be subject to this Section 3.2. The foregoing exclusive license grant shall not exclude or limit any member of the HBIO Group from their continued use of the New HBIO Technology , subject to Article IX hereof.

  • Except as expressly provided in this Agreement, nothing in this Agreement shall preclude HBIO or any other member of the HBIO Group, at any time after the Separation Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any HBIO Benefit Plan, any benefit under any HBIO Benefit Plan or any trust, insurance policy or funding vehicle related to any HBIO Benefit Plan.

  • A HXXX Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefits from any member of the HBIO Group in connection with or in anticipation of the consummation of the transactions contemplated by this Agreement.

  • In addition, HBIO shall be responsible for determining, and shall retain all Liabilities with respect to any portion of bonus awards pertaining to any periods prior to the Separation Date, if any, that are payable to HXXX Employees who were also employees of the HBIO Group during such period.

  • Except as expressly provided in this Agreement, the occurrence of the Separation and Distribution alone shall not cause any employee of a member of either the HXXX Group or the HBIO Group to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the HBIO Benefit Plans.

  • Notwithstanding anything herein to the contrary, any accrued but unused vacation that a HXXX Employee (including any Transferred Employee) has earned for service to any member of the HBIO Group as of the Separation Date shall be rolled over and treated as accrued vacation under HXXX for such Employee as of such Date.

Related to HBIO Group

  • 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.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • SpinCo shall have the meaning set forth in the Preamble.

  • 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.

  • 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.”

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • 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).

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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);

  • SpinCo Employee means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

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

  • Supplier Group means the Supplier and its Affiliates from time to time and "Supplier Group Company" means any company or corporation within the Supplier Group;

  • CBS shall have the meaning set forth in the Preamble.

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Provider Group means a medical group, independent

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • OPC has the meaning specified in the recital of parties to this Agreement.

  • RemainCo shall have the meaning set forth in the Preamble.

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;