UWS Group definition
Examples of UWS Group in a sentence
Nothing contained in this Agreement, express or implied, is intended to confer any benefits, rights or remedies upon any person or entity other than members of the UWS Group and the Newco Group and the UWS Indemnitees and Newco Indemnitees under Articles IV and V hereof.
Newco shall pay, on a timely basis, all Taxes attributable to the Newco Group that are imposed for any period beginning on or after the Effective Time (and, to the extent not already included in this sentence, all Taxes attributable to the Newco Group that are imposed for the portion of the taxable year 1998 following the Effective Time), and shall indemnify and hold harmless UWS and any member of the UWS Group from and against all such Taxes.
With respect to any such carryback, UWS consents to the filing of such claims for refund and other returns as may be required to claim the tax refunds attributable to such carryback items and to pay promptly after receipt to Newco the cash amount of any refunds of Taxes, including the cash amount of any interest resulting from the utilization of such attributes, after taking into consideration any resulting increase or decrease in the Tax liability of any member of the UWS Group.
If, during any fiscal quarter, R▇▇▇▇/Spiral Operations (excluding payment of liabilities that were on the books of R▇▇▇▇ at June 30, 2014) provide net cash, calculated in accordance with generally accepted accounting principles, then R▇▇▇▇ will issue to M▇▇▇▇▇ a certificate for two million, sixty three thousand, sixty seven (2,063,067) shares of common stock.
Except as provided in Section 6.3 and 6.4, (i) the UWS Group (and not the Newco Group) shall claim the post-Distribution Date Tax deductions in respect to UWS Common Stock Options held by ▇▇▇ ▇▇▇▇▇, C.
All Tax Returns of any member of the Newco Group for periods beginning on or after the Distribution Date shall be filed by Newco, and all Tax Returns of any member of the UWS Group for periods beginning on or after the Distribution Date shall be filed by UWS.
UWS will maintain directors' and officers' liability insurance coverage at least equal to the amount of UWS's current directors' and officers' liability insurance coverage for a period of five years from the Distribution Date with respect to the directors and officers of UWS for acts as directors and officers of members of the UWS Group during periods prior to the Distribution Date.
This Agreement shall supersede any and all tax sharing and indemnification (or similar) agreements between any of the members of the UWS Group, on the one hand, and any of the members of the Newco Group, on the other hand.
In no event shall any member of the UWS Group extend the term of any Guaranteed UWS Liabilities (such as by exercising an option to renew a lease) or modify any such Guaranteed UWS Liability, in either instance in any way that would increase the liability guaranteed thereunder unless the guarantee of Newco is released as to any extended or modified liability obligations under such Guaranteed UWS Liabilities or Newco otherwise consents in writing.
Newco hereby assumes all such liability and shall indemnify and hold harmless UWS and any member of the UWS Group from and against any share or amount of the 1998 Newco Taxes and all Taxes attributable to the Newco Group that are imposed for periods ending on or prior to the Effective Time.