JV Entity Group definition

JV Entity Group means the JV Entity and its Affiliates.
Sample 1
JV Entity Group has the meaning set forth in the Tax Matters Agreement.
Sample 1

Examples of JV Entity Group in a sentence

  • Notwithstanding anything to the contrary in this Agreement, each Xxxxxxx Group Member hereby agrees that it will not, and shall not be entitled to, make any claim for indemnification against the JV Entity or the Company in respect of any Losses or Expenses for which Xxxxxxx is obligated to indemnify any JV Entity Group Member pursuant to Section 12.1(a)(i) or (ii).

  • To the extent that after the Closing it is determined that any property, asset, right or interest properly characterized as an Excluded Asset was contributed to the Company pursuant to the Andrews Asset Assignment Agreement or otherwise, the Company shall cause such property, asset, right or interest to be reconveyed (net of any Taxes imposed on the any JV Entity Group Member in connection with such reconveyance) to the relevant Andrews Party.

  • In addition to any other remedy that Partner may have as a result of a failure by Andrews to comply with the foregoing obligation, Partner shall be entitled to exercise the rights of the JV Entity Group Members under this Section 12.1(a) independently, and without the consent, of any JV Entity Group Member or any other Person.

  • If a member of the TDCC Group or the JV Entity Group receives a refund, credit or offset with respect to any Pre-Closing JV Entity Taxes (including any overpayments of estimated taxes), then the JV Entity shall pay to Splitco fifty percent (50%) of the entire amount of the refund (including interest received from the relevant Tax Authority, but net of any Taxes imposed with respect to such refund or interest) within fifteen (15) Business Days of receipt thereof.

Related to JV Entity Group

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

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

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • 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;

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

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

  • 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.

  • Transferred Entities means the entities set forth on Schedule 1.5.

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

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • 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.”

  • Distribution Company means a distribution company as defined in Section 1 of Chapter 164 of the Massachusetts General Laws.3

  • Combined Group means a group of corporations or other entities that files a Combined Return.

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

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Group Business Entity means;

  • 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.

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

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, as defined in Code Section 419(e), and individual medical accounts, as defined in Code Section 415(l)(2), maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of 125 percent of the dollar limitation determined under Code Section 415(b) and (d) in effect under Code Section 415(c)(1)(A) of the Code or 35 percent of the Member's Compensation for such year. If the Member was a member as of the end of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction shall be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitations applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.

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

  • Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.