TIH Parent definition
TIH Parent means TIH Insurance Aggregator, L.P., a Delaware limited partnership. “Title Business” means the business and operations of Kensington Vanguard Holdings, LLC and Kensington Vanguard National Land Services of AL, LLC and each of their Subsidiaries (each a “Title Entity”), and each entity, joint venture or similar venture in which any Title Entity owns, directly or indirectly, 50% or less of the outstanding equity securities. “Trademarks” means registered and unregistered trademarks and service marks, trademark and service mark applications, logos, trade names, and trade dress, and all goodwill associated with the foregoing. “Transaction Agreements” means this Agreement, the Side Letter, the Restrictive Covenant Agreements, the Transition Services Agreement and the Assignment Agreement. “Transaction Payments” means: (a) the product of (i) the sum of all transaction, retention, change of control, bonus, single-trigger severance or other similar compensatory payments that are payable or reimbursable by the Company or its Subsidiaries after the Closing Date to any Person as a result of the consummation of the transactions contemplated by this Agreement, including the Post-Closing ▇▇▇▇▇▇▇ Retention Payments (but excluding the Parent Retention Program and any portion of the ▇▇▇▇▇▇▇ Retention Payments that will be treated as Indebtedness pursuant to Section 1.1(i) of the Company Disclosure Schedule) (together with the Compensatory Tax Obligations on or in respect of the amounts set forth or contemplated in the foregoing clause (a)(i)), multiplied by (ii) 75%; plus (b) the sum of all transaction, retention, change of control, bonus, single-trigger severance or other similar compensatory payments that are payable or reimbursable by the Company or its Subsidiaries on the Closing Date (including any amounts which are payable on the Closing Date but, pursuant to the terms of this Agreement, are paid pursuant to a payroll promptly thereafter) to any Person as a result of the consummation of the transactions contemplated by this Agreement, including any ▇▇▇▇▇▇▇ Retention Payments that are not Post-Closing ▇▇▇▇▇▇▇ Retention Payments but excluding (for the avoidance of doubt) any Post-Closing ▇▇▇▇▇▇▇ Retention Payments (together with the Compensatory Tax Obligations on or in respect of the amounts set forth or contemplated in the foregoing clause (b)). “Transaction Tax Deductions” means, without duplication, all items of loss or deduction for income Tax purposes that are d...
Examples of TIH Parent in a sentence
During the period beginning on the Closing Date and ending on the earlier of (x) the third anniversary of the Closing Date and (y) the 18 month anniversary of the consummation of a Change of Control of TIH Parent or TIH Blocker I, Inc.