Common use of Consolidated Groups, Transferee Liability and Tax Agreements Clause in Contracts

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parent; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parentbasis; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Giga nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis (other than one in a group of which the Company Giga is the common parent); (ii) has any material liability for Taxes of any Person (other than the Company Giga or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in which the Company is a member of a group the common parent; parent of which was the Company), (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes)arrangement.

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Target nor any of its Subsidiaries: , other than with respect to the group consisting solely of Target and one or more of its Subsidiaries, (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis other than one in which the Company is the common parent; basis, (ii) has any material liability Liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, is bound by or has any material liability Liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: The Company: (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parentbasis; (ii) has not had any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is not a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Acquirer nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis other than one in which the Company is the common parent; basis, (ii) has any material liability for Taxes of any Person (other than the Company Acquirer or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parentbasis; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by by, or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in which the Company is the common parent; Company’s consolidated tax returns), (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither Other than being a member of the current existing consolidated or unitary group, and except for Klondex Midas Holdings Limited, neither the Company nor any of its Subsidiaries: subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis other than one in which the Company is the common parent; basis, (ii) has any material liability Liability for Taxes of any Person (other than the Company or any of its Subsidiariessubsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability Liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than an agreement between any of the Company and its subsidiaries and other than customary Tax indemnifications for Taxes contained in credit or other commercial agreements the primary purpose purposes of which agreements does do not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Parent nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis (other than one in which the Company is the common parentany such group including only Parent or its Subsidiaries); (ii) has any material liability for Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes)arrangement.

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of an affiliated group filing a consolidated Tax Return (other than a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parent; parent of which was the Company), (ii) has any material liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any comparable similar provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than with the Company or any of its Subsidiaries and other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company HCC nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in a consolidated group of which the Company HCC is the common parent; ), (ii) has any material liability for Taxes of any Person person (other than the Company HCC or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), ) as a transferee or successor, successor by Contract, Contract or otherwise; , or (iii) is a party to, to or bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification Contract with respect to Taxes (including any advance pricing agreement, closing agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate Contract) relating to Taxes)Taxes with any Governmental Entity.

Consolidated Groups, Transferee Liability and Tax Agreements. Neither Since January 1, 2010, neither the Company nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in which the Company is a group the common parent; parent of which was the Company), (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or any has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes)arrangement.

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in (excluding any group of which the Company is was the common parentparent entity); (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by by, or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which such agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Parent nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parentbasis; (ii) has any material liability for Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Parent nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in (except for a group the parent of which the Company is the common parentParent); (ii) has any material liability for Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parent; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the a primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in a group of which the Company is the common parent); (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: Company Subsidiary (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis (other than one in which between or among the Company is the common parent; and any Company Subsidiary), (ii) has any material liability for Taxes of any Person (other than of the Company or any of its SubsidiariesCompany Subsidiary) under Treasury Regulations Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than between or among the Company and any Company Subsidiaries, and except for customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Parent nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis (other than one in which the Company is the common parentany such group including only Parent or its Subsidiaries); (ii) has any material liability for Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, or by Contract, or otherwiseContract (other than customary commercial Contracts not primarily related to Taxes); or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes)arrangement.

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company is the common parentbasis; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company Parent nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis other than one in which the Company Parent is the common parent; (ii) has any material liability for Taxes of any Person (other than the Company Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the a primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: Subsidiaries (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, unitary or similar basis other than one in which the Company is the common parent; basis, (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, state or foreign Law), as a transferee or successor, by Contract, or otherwise; , or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Consolidated Groups, Transferee Liability and Tax Agreements. Neither the Company nor any of its Subsidiaries: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary, or similar basis basis, other than one in a group of which the Company is the common a parent; (ii) has any material liability for Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Regulation Section 1.1502-6 (or any comparable provision of local, state, or foreign Law), as a transferee or successor, by Contract, or otherwise; or (iii) is a party to, bound by or has any material liability under any Tax sharing, allocation, or indemnification agreement or arrangement (with any Person other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes)Company and its Subsidiaries.