Xxxxxxx Affiliates definition

Xxxxxxx Affiliates means (a) any Gochman family member, (b) any Affiliate of a Xxxxxxx Shareholder that is directly or indirectly controlled by either one or both of Xxxxx Xxxxxxx or Xxxxx Xxxxxxx, and (c) any eligible person. For purposes of this definition, (i) “control” (including with correlative meanings, the term “controlled by”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, contract or otherwise; (ii) “Xxxxxxx family member” means a lawful descendant of one or more parents of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (including Xxxxx Xxxxxxx and Xxxxx Xxxxxxx) and the spouse of such descendant; and (iii) “eligible person” means (A) (t) Xxxxxxx Descendants’ Trust No. One f/b/o Xxxxx Xxxxxxx created u/a/d October 31, 1994 between Xxxxxx X. Xxxxxxx, as Grantor, and Xxxxx X. Xxxxxxx, as Trustee, (u) Xxxxx Xxxxxxx Grantor Trust created u/a/d August 5, 1995 between Xxxxx Xxxxxxx, as Grantor, and Xxxxx X. Xxxxxxx, as Trustee, (v) Xxxxxxx Descendants’ Trust No. One f/b/o Xxxxx X. Xxxxxxx created u/a/d October 31, 1994 between Xxxxxx X. Xxxxxxx, as Grantor, and Xxxxx X. Xxxxxxx, as Trustee, (w) Xxxxx X. Xxxxxxx 2007 Family Trust created u/a/d April 27, 2007, between Xxxxx X. Xxxxxxx, as Grantor, and Xxxxxxx X. Xxxxxxx, Xx., as Trustee, (x) 2009 DG GRAT created u/a/d December 16, 2009, by Xxxxx X. Xxxxxxx, as Grantor and Trustee, (y) 2010 DG GRAT created u/a/d December 16, 2010, by Xxxxx X. Xxxxxxx, as Grantor and Trustee and (z) any trust for the primary benefit of one or more Gochman family members (collectively, the trusts referred to in clauses (t) through (z) are “qualified trusts”), (B) the estate of any Xxxxxxx family member, (C) any custodian for the benefit of a Gochman family member under the Delaware Uniform Transfers to Minors Act or the comparable laws of any other jurisdiction, and (D) other entities, including but not limited to partnerships, corporations and limited liability companies, in each case, where the majority of the equity interests are directly or indirectly owned by one or more of the Persons described in (a) through (c) of this definition.
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Xxxxxxx Affiliates means Bedrock Building Services LLC, Bedrock Management Services LLC, Rock Executive Security LLC, Rock Security LLC, Rock Ventures LLC and Xxxxxxxx Original LLC.
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Xxxxxxx Affiliates means Sellers who are Affiliates of Xxxxxxx and who are designated prior to the Closing Date by Xxxxxxx to become parties to the Registration Rights Agreement.
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Examples of Xxxxxxx Affiliates in a sentence

  • Moreover, when necessary to facilitate payments from countries other than the United States, when requested by Xxxxxxx, Xxxxx shall enter into direct license agreements with Xxxxxxx Affiliates designated by Xxxxxxx, whereby such Affiliate will be obligated to remit royalty payments due for Net Sales in such country directly to Rigel.

  • Each such license agreement shall contain substantially the same terms as this Agreement insofar as such terms are lawful under applicable laws and regulations of the particular country; and Xxxxxxx shall be responsible for the performance of all obligations of Xxxxxxx Affiliates under such license agreements.

  • The Noteholder shall have the right to sell, assign, transfer or negotiate all or part of this Note to one or more of its Xxxx Xxxxxxx Affiliates.

  • In addition, Xxxxxxx shall make available employees and officers of Xxxxxxx and Xxxxxxx Affiliates, as Dover reasonably requests, to prepare and file any Tax Return for any Pre-Distribution Period or Straddle Period (including any claims for refunds described in Section 2.02(a)) or to conduct any Tax Contest with respect to any such Tax Return.

  • In the event of a Distribution, Xxxxxxx agrees that it will not take (and it will cause the Xxxxxxx Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of a Distribution as a tax-free transaction under Section 355 of the Code.

  • Xxxxxx shall pay to the Xxxxxxx Group, not later than 15 business days after Xxxxxx makes a payment to, or receives a payment, credit or offset from any Tax Authority pursuant to this Section 3, the amount, if any, by which one or more state or local Tax Assets of Xxxxxxx and the Xxxxxxx Affiliates reduced the Combined Tax liability of the applicable Combined Group for any taxable year.

  • Xxxxxxx shall pay to the appropriate Tax Authorities all Non-Federal Separate Taxes and any other Taxes (other than those described in Section 3.1 and Section 3.2 of this Agreement), if any, of Xxxxxxx and the Xxxxxxx Affiliates.

  • If Provider provides the Services from a Location that is shared with a third party or any part of the business of Provider or such third-party is now or in the future is reasonably likely to be competitive with Xxxxxxx or any of Xxxxxxx Affiliates, at Xxxxxxx request, Provider shall develop a process, subject to Xxxxxxx approval, to restrict access in any such shared environment to Xxxxxxx Confidential Information so that such competitive business shall have no access to Xxxxxxx Confidential Information.

  • All Xxxxxxx Data shall remain the property of Xxxxxxx, or Xxxxxxx Affiliates, as applicable.

  • Provider shall conduct its activities in such a manner as to seek to avoid (i) any labor-related disruption of work or material non-compliance in the provision of any Services; and (ii) any interference with the work or activities of Xxxxxxx or Xxxxxxx Affiliates or other persons.


More Definitions of Xxxxxxx Affiliates

Xxxxxxx Affiliates means Xxxx X. Xxxxxxx 2012 Irrevocable Trust and Xxxxxxx Xxxxxxx.
Sample 1
Xxxxxxx Affiliates means Xxxxxxx Southwest and Xxxxxxx New York (both collectively and individually).
Sample 1
Xxxxxxx Affiliates means, collectively, (i) Xxxxxxx Holdings, Inc., (ii) BTF and (iii) Xxxxxxx Company, LLC;
Sample 1

Related to Xxxxxxx Affiliates

  • Affiliates means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Xxxxxxx Family means Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xx., Xxxxxx Xxxxxxx, Xxxx Xxxxxxx and the members of their Families.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Sublicensees as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted a sublicense under this Agreement.

  • 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.

  • Affiliated Persons or "AFFILIATES" means

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • Xxxxxx Mae The Federal National Mortgage Association, or any successor thereto.

  • Tax Affiliate means, with respect to any Person, (a) any Subsidiary of such Person and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

  • 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.

  • Clients means the Janus Funds and other individual and institutional advisory clients of Janus.

  • CTI means CTI Logistics Limited (ABN 69 008 778 925) and/or any Affiliate of CTI Logistics Limited as the case may be, which performs all or any of the Services.

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

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Affiliated Companies shall include any company controlled by, controlling or under common control with the Company.

  • Distributors means the authorized distributors, agents, sub-distributors of Quick Heal, selling Quick Heal range of products, including sales through Internet.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.