Pre-Distribution Group definition

Pre-Distribution Group has the meaning set forth in the Distribution Agreement.

Pre-Distribution Group means (a) each of Conexant, the Subsidiaries of Conexant existing immediately prior to the Time of Distribution (including members of the Washington Group) and Persons that have ceased to be Subsidiaries of Conexant prior to the Time of Distribution, (b) each of the predecessors of each of the foregoing (including Rockwell) and (c) each of the Persons that have ceased to be Subsidiaries and other Affiliates of each of the foregoing and their predecessors prior to the Time of Distribution. Notwithstanding the foregoing, (i) Boeing North American, Inc. and Persons who are Affiliates of Boeing North American, Inc. after December 6, 1996 will not constitute members of the Pre-Distribution Group for periods after December 6, 1996 and (ii) Rockwell and Persons who are Affiliates of Rockwell after December 31, 1998 will not constitute members of the Pre-Distribution Group for periods after December 31, 1998.

Pre-Distribution Group means FHI and its subsidiaries immediately before the Distribution. For the avoidance of doubt, the Pre-Distribution Group includes BWHI and BOW.

Examples of Pre-Distribution Group in a sentence

• Comverse shall pay, and shall indemnify and hold the CTI Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to Comverse under Article II, (ii) all Taxes incurred by the CTI Pre-Distribution Group or CTI Group by reason of the breach by Comverse of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses).

• Notwithstanding anything to the contrary in this Agreement, this Section 5.02 shall not require Comverse to indemnify any CTI Indemnitees for the use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group.

• Comverse shall be responsible for the preparation of all other Tax Returns required to be filed by the CTI Pre-Distribution Group.

• Each of CTI and Comverse agrees to timely pay or cause to be timely paid all Taxes for which it is responsible pursuant to Section 2.01 (which, for the avoidance of doubt, shall not include any payment from one Party to the other for any use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group).

• In a chapter 11 case, if a creditor’s proof of claim is late due to “excusable neglect,” then under Bankruptcy Rule 9006(b)(1) as applied to Bankruptcy Rule 3003(c)(3), the court has discretionary authority to allow that creditor to file a POC beyond the claims bar date.

More Definitions of Pre-Distribution Group

Pre-Distribution Group means (i) each of Rockwell, the Subsidiaries of Rockwell existing immediately prior to the Time of Distribution (including, without limitation, members of the Company Group) and the former Subsidiaries of Rockwell, (ii) each of the predecessors of each of the foregoing (including, without limitation, BNA) and (iii) each of the present and former Subsidiaries and other Affiliates of each of the foregoing, and their predecessors.

Pre-Distribution Group means the Affiliated Group consisting of Parent, Subsidiary, and any other members of an Affiliated Group that includes Parent at any time before the Distribution Effective Time. For purposes of this Agreement, the Pre-Distribution Group shall terminate as of the Distribution Effective Time and the Post-Distribution Parent Group shall then become effective. To the extent applicable to any state Income Tax matters, the “Pre-Distribution Group” shall include all corporations joining in the filing of a consolidated, combined or unitary Income Tax Return for the state in question for any Pre-Distribution Taxable Period.

Pre-Distribution Group the Olin Group and the Arch Group together, ---------------------- as in effect immediately prior to the Distribution Date.

Pre-Distribution Group means: (i) each of TRW, the Subsidiaries of TRW existing immediately prior to the Distribution Date and the former Subsidiaries of TRW; (ii) each of the predecessors of the foregoing; and (iii) each of the present and former Subsidiaries and other Affiliates of each of the foregoing, and their predecessors.

Pre-Distribution Group means (i) each of Parent, the Parent subsidiaries existing immediately prior to the Spin-Off (including, without limitation, members of the Company Group) and the former Crane subsidiaries, (ii) each of the predecessors of each of the foregoing and (iii) each of the present and former subsidiaries and other Affiliates of each of the foregoing, and their predecessors.

Pre-Distribution Group means (a) each of Rockwell, the Subsidiaries of Rockwell existing immediately prior to the Time of Distribution (including members of the Rockwell Collxxx Xxxup and members of the Rockwell Science Center Group) and the former Subsidiaries of Rockwell, (b) each of the predecessors of each of the foregoing (including BNA) and (c) each of the present and former Subsidiaries and other Affiliates of each of the foregoing, and their predecessors. Notwithstanding the foregoing, BNA and Persons who are Affiliates of BNA after December 6, 1996 will not constitute members of the Pre-Distribution Group after December 6, 1996.

Pre-Distribution Group means (i) each of Crane, the Crane Subsidiaries existing immediately prior to the Time of Distribution (including, without limitation, members of the Company Group) and the former Crane Subsidiaries, (ii) each of the predecessors of each of the foregoing and (iii) each of the present and former Subsidiaries and other Affiliates of each of the foregoing, and their predecessors.