Manitowoc ParentCo Group definition

Manitowoc ParentCo Group means Manitowoc ParentCo and its Affiliates, excluding any Entity that is a member of the SpinCo Group.
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Examples of Manitowoc ParentCo Group in a sentence

  • Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Manitowoc ParentCo or any member of the Manitowoc ParentCo Group or caused or to be caused to be filed by Manitowoc ParentCo, unless there is no reasonable basis for such Tax treatment.

  • Each member of the SpinCo Group shall execute and deliver to Manitowoc ParentCo (or such member of the Manitowoc ParentCo Group as Manitowoc ParentCo shall designate) any power of attorney or other similar document reasonably requested by Manitowoc ParentCo (or such designee) in connection with any Tax Contest (as to which Manitowoc ParentCo is the Controlling Party) described in this Article IX.

  • Each member of the Manitowoc ParentCo Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article IX.

  • Manitowoc ParentCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Manitowoc ParentCo Group.

  • To the extent any Manitowoc Foodservice Retiree Welfare Claims are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to process such claim and obtain payment under the applicable insurance policy.

  • If Manitowoc ParentCo determines, in its sole discretion, that a Section 336(e) Election shall be made with respect to the Distribution, SpinCo shall (and shall cause the relevant member of the SpinCo Group to) join with Manitowoc ParentCo or the relevant member of the Manitowoc ParentCo Group in the making of such election and shall take any action reasonably requested by Manitowoc ParentCo or that is otherwise necessary to give effect to such election (including making any other related election).

  • Manitowoc ParentCo, the Manitowoc ParentCo Group, or a Split Welfare Plan will remain solely responsible for compliance with COBRA before, on and after the Plan Split Date or Applicable Transfer Date for Manitowoc ParentCo Group Employees, Former Manitowoc ParentCo Business Employees and their “qualified beneficiaries.” The terms “qualified beneficiaries” and “qualifying event” will have the meanings given to them under Code Section 4980B and ERISA Sections 601-608.

  • To the extent any such damages are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to obtain payment of such damages under the applicable insurance policy.

  • This Agreement, the Separation Agreement, and the Employee Matters Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Manitowoc ParentCo Group, on the one hand, and any member or members of the SpinCo Group, on the other hand.

  • The transfer of employment of any Manitowoc ParentCo Group Employee to the Manitowoc Foodservice Group shall not be considered a termination of employment for purposes of any then-completed performance period under the Manitowoc ParentCo Short-Term Incentive Plan, and Manitowoc ParentCo will be responsible for paying any amounts to which such transferred employees become entitled under such Short-Term Incentive Plan.

Related to Manitowoc ParentCo Group

  • 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.

  • SpinCo shall have the meaning set forth in the Preamble.

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

  • 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.”

  • ITT means the Purchaser’s invitation to tender dated (date ITT issued).

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

  • RemainCo shall have the meaning set forth in the Preamble.

  • 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.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • OPC has the meaning specified in the recital of parties to this Agreement.

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

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

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

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

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Cendant means Cendant Corporation, a Delaware corporation.

  • 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.

  • LSC shall have the meaning set forth in the preamble hereto.

  • MPC means Marathon Petroleum Corporation, a Delaware corporation.

  • Broadridge means Broadridge Financial Solutions, Inc.

  • Verizon means Verizon Communications Inc., a Delaware corporation.

  • SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).

  • ACCO means the person delegated authority by the Commissioner to organize and supervise the procurement activity of subordinate agency staff in conjunction with the CCPO, or his/her duly authorized representative. All written notices or communications to the ACCO shall be sent, as specified, to 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Office of the ACCO”).

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of: