Examples of Semiconductor Equipment Group in a sentence
Health Care Systems shall be liable for, and ------------- shall indemnify and hold harmless the Semiconductor Equipment Group and the Instruments Group from and against any liability for Taxes, which are HCS's responsibility or which are allocated to HCS under this Section 2.
In the event such endorsement is refused, Varian agrees to use commercially reasonable efforts to place the Instruments Group and the Semiconductor Equipment Group in the same position as each would have been had such endorsement been agreed upon by such insurers (it being understood that Varian shall be under no obligation to pay any amounts or otherwise incur any Liabilities in connection therewith).
Except for Insurance Proceeds paid to or on behalf of any member of the Health Care Systems Group or the Semiconductor Equipment Group at the direction of IB in satisfaction of a claim that would otherwise be subject to indemnification by IB under Article VII, IB shall be entitled to receive from Varian any Insurance Proceeds with respect to any IB Claims under the Company Policies, including reimbursement for Instruments Liabilities.
IB shall be liable for, and ------------------------------- shall indemnify and hold harmless the Health Care Systems Group and the Semiconductor Equipment Group from and against any liability for, any Restructuring Tax to the extent arising from any breach of Instrument's representations or covenants under Section 10 or any Tainting Act by IB or its Affiliates.
HCS shall be liable for and shall indemnify and hold harmless the Semiconductor Equipment Group and the Instruments Group from and against any liability for, any Restructuring Tax to the extent arising from any breach of HCS's representations or covenants under Section 10 or any Tainting Act by HCS or its Affiliates.
Subject to the proviso in the preceding sentence, as between the parties to this Agreement, HCS shall be liable for all Taxes imposed on any member of the Health Care Systems Group, SEB shall be liable for all Taxes imposed on any member of the Semiconductor Equipment Group and IB shall be liable for all Taxes imposed on any member of the Instruments Group.
IB and SEB, respectively, --------------------------------- shall assume all direct and indirect administrative costs associated with the Varian Profit-Sharing Plan with respect to Active Employees of the Instruments Group and the Semiconductor Equipment Group, respectively, which would otherwise be borne by HCS, and such costs shall constitute Instruments Liabilities and Semiconductor Equipment Liabilities, respectively.
All unvested Restricted Stock held by ---------------- employees and non-employee directors of the Health Care Systems Group, the Semiconductor Equipment Group and the Instruments Group shall be fully vested immediately prior to the Distributions.
Except for the defined terms set forth below, the ------- capitalized terms used in this Agreement have the meanings ascribed to them in Article I, Section 1.01 of the Distribution Agreement, except that for purposes of this Agreement the terms "HCS," "IB" and "SEB" shall include the other members of the Health Care Systems Group, the Instruments Group and the Semiconductor Equipment Group, respectively, unless the context otherwise requires.
Varian shall not cause or permit the transfer ----------------- to or retention by any member of the Semiconductor Equipment Group of Notes Payable or other Consolidated Debt if, as a result thereof, the Consolidated Debt of SEB as of the Effective Time would exceed $5,000,000.