UCRI Group definition

UCRI Group means UCRI and all other Subsidiaries of UCRI. "UCRI Liabilities" means (i) all Liabilities of either Group as of the Offer Closing Time except the Foodservice Liabilities, (ii) all Liabilities relating to or arising from the UCRI Business, (iii) all Liabilities relating to the employment of all employees of either Group prior to the Offer Closing Time, and (iv) all Assumed Daka Liabilities. "Welfare Plan" means any Benefit Plan, which is not a Qualified Plan and which provides medical, health, dental, disability, accident, life insurance, death, dependent care or other welfare benefits, including any post-employment non-cash benefits or retiree medical benefits. SECTION 1.2
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UCRI Group means UCRI and all other Subsidiaries of UCRI, determined immediately after the Distribution and the Merger. "UCRI Tax Item" means a Tax Item solely attributable to the UCRI Group. "Non-Filing Party" means the group or member of a group which is included in any Tax Return but is not the Responsible Party or a member of the Responsible Party's group with respect to such Tax Return. "Other Taxes" has the meaning set forth in Section 3.1(c). "Post-Distribution Taxable Period" means a taxable period beginning after the Closing Date. "Post-Tax Indemnification Period" means any Post-Distribution Taxable Period and that portion, beginning on the day after the Closing Date, of any Straddle Period. "Pre-Distribution Taxable Period" means a taxable period ending on (and including) or before the Closing Date. "Responsible Party" means the party responsible for the filing of a Tax Return as determined under Section 2.2. "Reverse Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for the Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Post-Tax Indemnification Period. "Straddle Period" means a taxable period that includes but does not end on the Closing Date. 2 5
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Examples of UCRI Group in a sentence

  • The execution, delivery and performance by UCRI of this Agreement and by UCRI of the other UCRI Documents will not contravene, violate, result in a breach of or constitute a default under (i) any provision of applicable law or of the articles of incorporation or bylaws of UCRI or any other member of the UCRI Group or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to UCRI or any other member of the UCRI Group or any of their properties or Assets.

  • UCRI and UCRI Group shall assume and be solely responsible for all liabilities or claims made or arising under any collective bargaining agreement covering the terms and conditions of any employee of either Group relating to any period of time prior to the Offer Closing Time, including, but not limited to, any back pay or benefits due for periods prior to the Offer Closing Time as a result of good faith bargaining without regard to when such agreement is reached.

  • All intercompany services provided by the UCRI Group to the International Group or by the International Group to the UCRI Group shall terminate as of the Offer Closing Time unless otherwise provided in any Ancillary Agreement or any other agreement contemplated thereby or hereby.

  • Any consent rights of members of the UCRI Group under this Agreement shall be exercised by UCRI on behalf of the UCRI Group, and any notices given by International Group to UCRI shall be deemed to be given to each member of the UCRI Group.

  • International shall reimburse UCRI for any reasonable out-of-pocket costs and expenses incurred by any member of the UCRI Group in connection with such cooperation.

  • All Tax Returns for all Post-Distribution Taxable Periods shall be the responsibility of the UCRI Group if such Tax Returns relate to a member or members of the UCRI Group or their respective assets or businesses, and shall be the responsibility of the International Group if such Tax Returns relate to a member or members of the International Group or their respective assets or businesses.

  • In addition, International shall take such other actions as may be reasonably requested by UCRI in order to place UCRI, insofar as reasonably possible, in the same position as if such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Asset had been transferred as contemplated hereby and so all the benefits and burdens relating thereto shall inure to the UCRI Group.

Related to UCRI Group

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

  • 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.

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

  • 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.

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

  • 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.

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

  • 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.”

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

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

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

  • Supplier Group means the Supplier and its Affiliates from time to time and "Supplier Group Company" means any company or corporation within the Supplier Group;

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Participating Company Group means, at any point in time, all corporations collectively which are then Participating Companies.

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

  • Client Group means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;

  • 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.

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

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

  • 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);

  • Target Group means the Target and its Subsidiaries.

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

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

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

  • Group Companies means the Company and its Subsidiaries.

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