Vencor Group definition

Vencor Group means Vencor, the Vencor Subsidiaries and the ------------ corporations, partnerships, joint ventures, investments and other entities that represent equity investments of Vencor or any of the Vencor Subsidiaries following consummation of the Corporate Restructuring Transactions and the Distribution.
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Vencor Group means Vencor, the Vencor Subsidiaries and the corporations, partnerships, joint ventures, investments, limited liability companies and other entities that represent equity investments of Vencor or any of the Vencor Subsidiaries following consummation of the Corporate Restructuring Transactions and the Distribution. "Vencor Indemnitees" means: (i) Vencor, the Vencor Subsidiaries and each Affiliate thereof after giving effect to the Corporate Restructuring Transactions and the Distribution; and (ii) each of the respective past, present and future directors, officers, employees and agents of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of such directors, officers, members, employees and agents. "Vencor Liabilities" means, collectively, all the Liabilities of Vencor and the Vencor Subsidiaries and each of the other members of the Vencor Group remaining after giving effect to the Corporate Restructuring Transactions, the Distribution and the transactions contemplated under the Debt and Cash Allocation Agreement, including without limitation: (i) all the Liabilities included on the Vencor Pro Forma Balance Sheet which remain outstanding as of the close of business on the Distribution Date; (ii) all other Liabilities that are incurred or which otherwise accrue or are accrued at any time prior to, on or after the date of the Vencor Pro Forma Balance Sheet and that arise or arose out of, or in connection with, the Vencor Assets or the Real Estate Business, determined on a basis consistent with the determination of the Liabilities of Vencor on the Vencor Pro Forma Balance Sheet; (iii) all the Liabilities of Vencor, the Vencor Subsidiaries or any of the other members of the Vencor Group under, or to be retained or assumed by Vencor, any Vencor Subsidiary or any of the other members of the Vencor Group pursuant to the Corporate Restructuring Transactions, this Agreement, or any of the Ancillary Agreements; and (iv) all the Liabilities of the parties hereto or their respective Subsidiaries (whenever arising, whether prior to, on or following the Distribution Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Distribution Date of the Real Estate Business, except as otherwise specifically provided herein. "Vencor Pro Forma Balance Sheet" shall mean the pro forma balance sheet of Vencor at December 31, 1997, attached hereto as Ex...
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Vencor Group means Vencor, the Vencor Subsidiaries and the corporations, partnerships, joint ventures, investments, limited liability companies and other entities that represent equity investments of Vencor or any of the Vencor Subsidiaries following consummation of the Corporate Restructuring Transactions and the Distribution. "Vencor Indemnitees" means: (i) Vencor, the Vencor Subsidiaries and each Affiliate thereof after giving effect to the Corporate Restructuring Transactions and the Distribution; and (ii) each of the respective past, present and future directors, officers, employees and agents of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of such directors, officers, members, employees and agents. "Vencor Liabilities" means, collectively, all the Liabilities of Vencor and the Vencor Subsidiaries and each of the other members of the Vencor Group remaining after giving effect to the Corporate Restructuring Transactions, the Distribution and the transactions contemplated under the Debt and Cash Allocation Agreement, including without limitation: (i) all the Liabilities included on the Vencor Pro Forma Balance Sheet which remain outstanding as of the close of business on the Distribution Date; (ii) all other Liabilities that are incurred or which otherwise accrue or are accrued at any time prior to, on or after the date of the Vencor Pro Forma Balance Sheet and that arise or arose out of, or in connection with, the Vencor Assets or the Real Estate Business, determined on a basis consistent with the determination of the Liabilities of Vencor on the Vencor Pro Forma Balance Sheet; (iii) all the Liabilities of Vencor, the Vencor Subsidiaries or any of the other members of the Vencor Group under, or to be retained or assumed by Vencor, any Vencor Subsidiary or any of the other members of the Vencor Group pursuant to the Corporate Restructuring Transactions, this Agreement, or any of the Ancillary Agreements; and (iv) all the Liabilities of the parties hereto or their respective Subsidiaries (whenever arising, whether prior to, on or following the Distribution Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Distribution Date of the Real Estate Business, except as otherwise specifically provided herein. "Vencor Pro Forma Balance Sheet" shall mean the pro forma balance sheet of Vencor at December 31, 1997, attached hereto as Ex...
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Examples of Vencor Group in a sentence

  • The amount of any refund, credit or reimbursement in -------- respect of Taxes paid by Vencor Group in respect of taxable years ending prior to the Date of Distribution shall be allocated to Healthcare Company and Vencor in the manner set forth in Sections 2.01 and 2.02.

  • Vencor and Healthcare Company hereby guarantee the performance of all actions, agreements, covenants and obligations provided for under this Agreement of each member of the Vencor Group and the Healthcare Company Group, respectively.

  • Any liability for Taxes under this Section 2.01 with respect to Taxes imposed on the Vencor Group shall be measured by the Vencor Group's actual liability for Taxes after applying Tax benefits otherwise available to the Vencor Group other than Tax benefits that the Vencor Group in good faith determines would actually offset Tax liabilities of the Vencor Group in other taxable years or periods.

  • At any time after the Date of Distribution that the Healthcare Company Group or Vencor Group proposes to destroy such material or information, they shall first notify the other and the other shall be entitled to receive such materials or information proposed to be destroyed.

  • Any right to a refund under this Section 2.01(a) shall be measured by the actual refund or credit of the Vencor Group attributable to the adjustment without regard to offsetting Tax attributes of the Vencor Group.

  • Except as set forth in this Article II and in ---------------- consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the Vencor Group and any member of the Healthcare Company Group shall be terminated with respect to the Healthcare Company Group as of the Date of Distribution.

  • Healthcare Company shall prepare and timely file or cause to be filed any other Tax Return with respect to the Healthcare Company Group and Vencor shall prepare and timely file or cause to be filed any other Tax Return with respect to the Vencor Group.

  • Vencor shall be liable for, and shall ------------------------ hold the Healthcare Company Group harmless against, any Taxes imposed on the Vencor Group or the Healthcare Company Group other than Taxes for which the Healthcare Company Group is liable under Section 2.01.

  • Healthcare Company ------------------------------------- shall prepare, and Vencor shall timely file or cause to be filed, all Tax Returns with respect to taxable years or periods that begin before the Date of Distribution and end on or after the Date of Distribution that are filed on a consolidated, combined or unitary basis and that include a member of the Vencor Group and a member of the Healthcare Company Group.


More Definitions of Vencor Group

Vencor Group means, for any period, Vencor and its then ------------ Subsidiaries.
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Related to Vencor Group

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • Minority Group means any of the following racial or ethnic groups:

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Peer Group Companies means the following companies: .

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Group Companies means the Company and its Subsidiaries.