Examples of UWS Group in a sentence
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.
Xxxxxx Xxxxx and Xxxx Xxxxxx (for purposes of this Article VI the "Newco Employees") (ii) the Newco Group (and not the UWS Group) shall claim the post-Distribution Date Tax deductions in respect to Newco Common Stock Options held by Xxxxxx X.
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.
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.
Except as otherwise provided in this Agreement, UWS shall pay, on a timely basis, all Taxes attributable to the UWS Group that are imposed for any period beginning after the Effective Time (and, to the extent not already included in this sentence, all Taxes attributable to the UWS Group that are imposed for the portion of the taxable year 1998 following the Effective Time), and shall indemnify and hold harmless Newco and any member of the Newco Group from and against all such Taxes.
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.
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.
In respect of the change from office manager to CSDM, the evidence before me satisfies me that the claimant was doing the same work.
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.
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.