MOD-PAC Group definition
Examples of MOD-PAC Group in a sentence
Except as expressly set forth herein (including in Exhibit A) or in the Distribution Agreement or another Ancillary Agreement, whether or not the Distribution is consummated, all legal and other costs and expenses incurred in connection with this Agreement will be paid by Astronics (in the case of costs or expenses incurred by Astronics or any other member of the Astronics Group) or MOD-PAC (in the case of costs or expenses incurred by MOD-PAC or any other member of the MOD-PAC Group).
In the event that a member of the MOD-PAC Group desires to adopt and follow a Tax policy or procedure that is different from that established by Astronics, MOD-PAC shall, in writing, (i) request Astronics' consent to do so; and (ii) provide Astronics with the reasons for the request to adopt and follow such different Tax policy or procedure.
Astronics shall not, and shall not permit any member of the Astronics 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 MOD-PAC or any member of the MOD-PAC Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.l(b).
Astronics shall be entitled to receive, and shall be paid by MOD-PAC, Astronics' share, as determined in Section 2.4(c) below, of any Non-Line of Business Adjustment the amount of which decreases a Tax for any Taxable period or portion of a Taxable period ending or deemed to end on or before the Distribution Date with respect to any Return of any member of the MOD-PAC Group.
Only one arbitrator may be appointed for the MOD-PAC Group and the Astronics Group, respectively.
If Astronics determines in its good faith judgment that it would be reasonable and appropriate from the perspective of the Astronics Group for such member of the MOD-PAC Group to take such different positions or make such different elections, Astronics shall provide its written consent thereto.
MOD-PAC shall be liable for, and shall indemnify and hold harmless, subject to Section 3.4 and Section 3.5 hereof, any member of the Astronics Group, against any and all MOD-PAC Tax Adjustments for any Taxable period or portion of a Taxable period ending or deemed to end on or before the Distribution Date, with respect to any Return of any member of the MOD-PAC Group or the Astronics Group.
If Astronics determines in its good faith judgment that it would be reasonable and appropriate from the perspective of the Astronics Group for such member of the MOD-PAC Group to adopt and follow such different Tax policy or procedure, Astronics shall provide its written consent thereto.
Members of the MOD-PAC Group shall take such Consolidated Return positions and make such Tax elections relating to a Consolidated Return as may be taken or made by Astronics, or as reasonably requested by Astronics to be taken or made by any member of the MOD-PAC Group unless Astronics shall otherwise consent, as provided herein.
Astronics shall be entitled to receive, and shall be paid, subject to Section 3.4 and Section 3.5 hereof, by MOD-PAC, the amount of any Astronics Tax Benefits for any Taxable period or portion of a Taxable period ending or deemed to end on or before the Distribution Date with respect to any Return of any member of the MOD-PAC Group.