Examples of Seahawk Group in a sentence
Pride shall provide to Seahawk, and Seahawk shall provide to Pride, any information about members of the Pride Group or the Seahawk Group, respectively, which the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Sections 3.2(a) or (b).
When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to Pride or Seahawk may be made by or to another member of the Pride Group or the Seahawk Group, as appropriate, but nothing in this Section 4.5 shall relieve Pride or Seahawk of its obligations under this Agreement.
In the event that Pride or Seahawk fails to provide information within the time period provided in Section 3.1(b) and in the form reasonably requested by the other party to permit the timely filing of a Separate Return, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of the Pride Group or the Seahawk Group by reason of any resulting delay in filing such return.
Notwithstanding the foregoing, Pride shall not be required to file any Supplemental IRS Submission unless Seahawk represents to Pride that (x) it has reviewed the Supplemental IRS Submission and (y) all information and representations, if any, relating to any member of the Seahawk Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.
Pride shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among Pride, each other Pride Group member, Seahawk, and each other Seahawk Group member.
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Spine Imaging does not distinguish between defendants at all; to the contrary, it characterizes all allegations as collectively taken.2 The same amount in controversy applies to the three jointly liable defendants for purposes of diversity jurisdiction.While defendants have not challenged the existence of diversity, the Court notes, as it did in Spine Imaging, that Spine Imaging has failed to allege in its complaint the citizenship of Spine Imaging, L.L.C.’s members.
As soon as practicable after the Distribution Date, subject to the provisions of this Section 6.3, Pride shall use commercially reasonable efforts to deliver or cause to be delivered to Seahawk all Seahawk Books and Records in the possession of the Pride Group, and Seahawk shall use commercially reasonable efforts to deliver or cause to be delivered to Pride all Pride Books and Records in the possession of the Seahawk Group.
If any member of the Seahawk Group remits a payment to a Tax Authority for Taxes for which Pride is wholly or partially liable under this Agreement, Pride shall remit the amount for which it is liable to Seahawk within thirty days after receiving notification requesting such amount.
Pride shall make available, and cause its Subsidiaries to make available, to members of the Seahawk Group for inspection and copying that portion of any Tax Record in their possession that relates to Tax Years that begin on or before the Distribution Date and which is reasonably necessary for the preparation of a Joint Return or Separate Return by a member of the Seahawk Group or with respect to an audit or litigation by a Tax Authority of such return.