Examples of RVI Group in a sentence
For periods after January 29, 2005, any and all Employment Taxes attributable to any employee that provides concurrent services to a member of the RVI Group and a member of the DSW Group shall be allocated between the RVI Group and the DSW Group in the same manner as employee costs for the applicable period are allocated pursuant to the terms of the Shared Services Agreement.
DDR and each member of the DDR Group hereby waives compliance by each and every member of the RVI Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the DDR Assets to any member of the DDR Group.
Notwithstanding the foregoing, no member of the DDR Group shall be required by this Section 2.8 to maintain in effect any Shared Contract, and no member of the RVI Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract.
The applicable members of the RVI Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the RVI Liabilities in accordance with their respective terms, such that the RVI Group will be liable for, to the extent it is not already liable for, all RVI Liabilities.
RVI and each member of the RVI Group shall jointly and severally indemnify DSW, each DSW Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any cost, fine, penalty, or other expense of any kind attributable to the failure of RVI or any RVI Affiliate in supplying DSW or any DSW Affiliate with inaccurate or incomplete information, in connection with the preparation of any Tax Return.
DDR shall not make, and shall not permit any other member of the DDR 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 RVI or any other member of the RVI Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
RVI shall not make, and shall not permit any member of the RVI 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 DDR or any other member of the DDR Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(b).
Each member of the RVI Group shall execute and deliver to DDR (or such member of the DDR Group as DDR shall designate) any power of attorney or other similar document reasonably requested by DDR (or such designee) in connection with any Tax Contest (as to which DDR is the Controlling Party) described in this Section 9.
DDR and RVI desire to set forth their agreement on the rights and obligations of DDR and RVI and the members of the DDR Group and the RVI Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.
The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the DDR Group or the RVI Group, as the case may be.