USI Companies definition

USI Companies means USI, its subsidiaries (including the Company), its "affiliates" and "associates" (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act, without regard to whether any party is a "registrant" under such Act), and any of their successors or assigns.

USI Companies means the Company, its subsidiaries (including ------------- Employer, its Affiliates, and any of their successors or assigns).

USI Companies or “USI Company” means USI Advantage Corp., a Delaware corporation and the indirect parent company of Purchaser, its Subsidiaries, any entity under the control (as defined in Rule 12b-2 of the regulations promulgated under the Exchange Act, without regard to whether any Party is a “registrant” under such Act) of USI, Inc., and any of their respective successors or assigns.

Examples of USI Companies in a sentence

• Notwithstanding the foregoing, nothing contained in this Agreement shall require the USI Companies to establish, maintain or continue any of the group benefits plans already in existence or hereafter adopted for the employees of the USI Companies, or restrict the right of the USI Companies to amend, modify or terminate such group benefit plans in a manner which does not discriminate against Executive as compared to other executive employees of USI Companies.

• Executive acknowledges and agrees that all premiums, commissions, fees and other forms of compensation, and all Confidential Information of the USI Companies relating thereto, which Executive generates in the course of providing, directly or indirectly, any USI Business during the Term hereof (including such items resulting from or relating to services provided by Executive to the USI Companies), shall be the sole property of the USI Companies, as the case may be.

• Executive acknowledges and agrees that the Company (on behalf of itself and the USI Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the USI Companies' Confidential Information, Client Accounts, relationships with Active Prospective Clients, Goodwill and ongoing business, and that the terms and conditions set forth below are reasonable and necessary in order to protect these legitimate business interests.

• Executive shall be entitled to vacation time and holidays as are provided in general to executive employees of the USI Companies, in accordance with usual practices and procedures, but shall in any event, be entitled to no less than four weeks of vacation per year.

• Subject to obligations under applicable laws and regulations, in the event of a termination of this Agreement, neither the Executive nor any of the USI Companies or their senior officers or directors, shall publicly make any statements or comments that disparage the reputation of the Executive, or any of the USI Companies or their senior officers or directors.

• Executive acknowledges and agrees that the Company (on behalf of itself and the USI Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the USI Companies’ Confidential Information, Client Accounts, relationships with Active Prospective Clients, Goodwill and ongoing business, and that the terms and conditions set forth below are reasonable and necessary in order to protect these legitimate business interests.

• In addition, the Seller Parties acknowledge and agree that monetary damages will not be an adequate remedy for any material breach of any of the Restrictive Covenants and that irreparable injury may result to Purchaser and/or the other USI Companies, or their successors in interest.

• The Seller Parties further acknowledge and agree that Purchaser and each of the other USI Companies has a reasonable, necessary and legitimate business interest in protecting the aforesaid assets and relationships and businesses, and that the covenants set forth below are reasonable and necessary in order to protect these legitimate business interests.

• The Service described in one of the Schedules as "legal services" consists of EDS' making the Legal Staff available for engagement by USI and the USI Companies for their legal matters.

• The Seller Parties further acknowledge and agree that Purchaser and each of the other USI Companies has a reasonable, necessary and legitimate business interest in protecting the aforesaid assets and relationships and businesses, and that due to, among other things, the nature of an Insurance Related Business, the covenants set forth below (including the duration and geographic scope thereof) are reasonable and necessary in order to protect these legitimate business interests.

More Definitions of USI Companies

USI Companies means USI and the corporations and other entities listed on Schedule B and their successors and assigns, and any other corporation or entity, if any one or more USI Companies owns 80% or more of the stock or ownership interests in such corporation or entity. "USI Excess Tax Attributes" means any net operating loss, net capital loss, or unused Tax credit (including any unused general business credit, foreign tax credit, or alternative minimum tax credit) actually available to be carried forward to the first Post-Consolidation Period of the USI Companies to the extent that the amount of such losses and unused credits exceeds the amount of net operating losses, net capital losses, and unused Tax credits that would have been available for carryover to the first Post-Consolidation Period of the USI Companies if (i) the USI Pro Forma Affiliated Group actually had been deconsolidated from the EDS Affiliated Group as of the Effective Date and had filed the USI Pro Forma Consolidated Returns for all Post-Effective Date Periods, and (ii) the assumptions set forth in Section 3.1 of this Agreement (other than clauses (v) and (vi) thereof) actually applied.