PHP Group definition

PHP Group means the Company and PHPI, and specifically excludes Newco Group, the Excluded Business and the Excluded Subsidiaries. Whenever the term “PHP Group” is used in this Agreement, it shall refer to the Company and PHPI, individually, and the Company and PHPI, together.
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Examples of PHP Group in a sentence

  • If Buyer negotiates an early termination of any such leases, the PHP Group shall pay the landlord the cost of the termination (the “Buyout Amount”) at the Closing, in consideration of an agreement to terminate the subject lease with the landlord in a form acceptable to Buyer in its discretion.

  • In the event the PHP Group derives a Tax benefit from using the Buyout Amount as a deduction on its Tax returns for the period ending the Closing Date, the Shareholders shall pay the amount of such Tax benefit as determined under Section 5.3(o) to the Buyer upon receipt of such amount in cash from the Internal Revenue Service and the State of Florida.

  • All insurance policies owned by or benefiting the PHP Group as described in Schedule 3.21 [OMITTED].

  • The PHP Group shall pay severance pay equal to one month’s salary to any such employee on the date of such employee’s termination of employment on or after the Closing Date provided that Buyer shall add the amount of such severance pay and related employment taxes and benefits payable by the PHP Group, reduced by the Tax benefit of such payments as determined under Section 5.3(o), to the Aggregate Consideration and Closing Cash Amount.

  • For example, if a Tax item that was deducted in a Pre-Closing Tax Period is required to be capitalized and deducted or amortized in a Post-Closing Tax Period by the Company, the PHP Group or Parent over a period exceeding 12 months following the Closing Date, the Tax benefit shall be presumed to be zero for the entire Tax item.

  • Except as set forth on Schedule 3.12(a) [OMITTED], no member of the PHP Group has received any written notice since January 1, 2002 from any Federal or state regulatory authority alleging any material violation described in clause (ii), or directing any member the PHP Group to take any remedial action with respect to such law, ordinance or regulation relating to the Business.

  • Except as set forth on Schedule 3.12(a) [OMITTED], to the Company’s Knowledge, no person employed by or serving as an officer or director of the PHP Group is party to any agreement, judgment, order, consent, or equitable relief, written or oral, that would limit or restrict the PHP Group in any manner from conducting the Business.

  • Except as set forth on Schedule 3.26 [OMITTED], the PHP Group has good and marketable title to the Assets, free and clear of any Security Interest, and on the Closing Date, the PHP Group shall have good and marketable title to the Assets, free and clear of all Security Interests except for Security Interests created by Buyer.

  • Except as provided in Section 5.3(b), the PHP Group is not a party to any tax allocation or sharing agreement.

  • The PHP Group is not the subject of Bankruptcy or any similar proceeding naming it as debtor.