Parent Group definition

Parent Group has the meaning set forth in Section 8.03(c).

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Parent Group means Parent and each Person that is a Subsidiary of Parent (other than SpinCo and any other member of the SpinCo Group).

Parent Group means Parent and its Subsidiaries.

Examples of Parent Group in a sentence

• For Federal Income Tax purposes (and any similar State Income Tax purposes), Parent shall in good faith determine the amount of, and then allocate or apportion, earnings and profits and Tax Attributes, in each case, as of the Distribution Time, among Parent and the Parent Group, on the one hand, and Spinco, on the other hand, in accordance with the Code, Treasury Regulations, and other applicable Tax Laws.

• Except as expressly provided in this Agreement or any Ancillary Agreement, each of Parent and the Parent Group, on the one hand, and Spinco and the Spinco Group, on the other hand, shall be free to pursue any business or investment opportunities, including those that compete or overlap with the other’s business, to engage in any line of business or geographic area, to do business with any customers or employees of the other, and to direct or retain any corporate opportunities for themselves.

• Each member of the Parent Group shall execute and deliver to Spinco any power of attorney or other similar document requested by Spinco (or such designee) in connection with any Tax Contest (as to which Spinco is the Controlling Party) described in this Section 10.

• No member of the Parent Group nor Spinco Group (nor any of their respective directors, officers, or affiliates) shall have any obligation or liability to the other for pursuing or failing to present any such opportunities, or for engaging in any such activities, so long as they do not breach any existing agreements between them.

• Spinco shall be responsible and liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to Spinco under this Section 2.

More Definitions of Parent Group

Parent Group means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision ...

Parent Group shall have the meaning set forth in the Separation and Distribution Agreement.

Parent Group means Parent, together with its subsidiaries including the Company.

Parent Group means Parent and each of its Subsidiaries, other than members of the Company Group.

Parent Group shall have the meaning set forth in the Separation Agreement.

Parent Group means the Parent and each of its Affiliates other than the Borrower.

Parent Group means, Parent and each Subsidiary of Parent that is or was a Subsidiary of Parent at the time in respect of which the relevant determination is being made, but excluding any member of the SpinCo Group.