Common use of Holdings’ Liability for Separation Taxes Clause in Contracts

Holdings’ Liability for Separation Taxes. Holdings shall be liable for any Separation Taxes attributable to, caused by, or result from, one or more of the following: (i) any action or omission by Holdings (or any Holdings Affiliate) after the Distribution at any time, that is inconsistent with any material, information, covenant or representation related to Holdings, any Holdings Affiliate, or the Holdings Business in an Officer’s Certificate, Tax Opinion or Supplemental Tax Opinion; (ii) any action or omission by Holdings (or any Holdings Affiliate), after the Distribution Date (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of section 355(e) of the Code) occurring on or prior to the Distribution Date) including a cessation, transfer to affiliates or disposition of the Active Trade or Business, stock buyback or payment of an extraordinary dividend; (iii) any acquisition of any stock or assets of Holdings (or any Holdings Affiliate) by one or more other persons (other than JDSU or any JDSU Affiliate) following the Distribution; (iv) any issuance of stock by Holdings (or any Holdings Affiliate) after the Distribution, including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants, or change in ownership of stock in Holdings (or any Holdings Affiliate) after the Distribution; (v) any action or omission by Holdings (or any Holdings Affiliate) in breach of the covenants set forth herein, or in the Separation and Distribution Agreement.

Holdings’ Liability for Separation Taxes. Holdings shall be liable for any Separation Taxes attributable to, caused by, or result from, one or more of the following: (i) any action or omission by Holdings (or any Holdings Affiliate) after the Distribution at any time, that is inconsistent with any material, information, covenant or representation related to Holdings, any Holdings Affiliate, or the Holdings Business in an Officer’s Certificate, Tax Opinion or Supplemental Tax Opinion; (ii) any action or omission by Holdings (or any Holdings Affiliate), after the Distribution Date (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of section 355(e) of the Code) occurring on or prior to the Distribution Date) including a cessation, transfer to affiliates or disposition of the Active Trade or Business, stock buyback or payment of an extraordinary dividend; (iii) any acquisition of any stock or assets of Holdings (or any Holdings Affiliate) by one or more other persons (other than JDSU or any JDSU Affiliate) following the Distribution; (iv) any issuance of stock by Holdings (or any Holdings Affiliate) after the Distribution, including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants, or change in ownership of stock in Holdings (or any Holdings Affiliate) after the Distribution; (v) any action or omission by Holdings (or any Holdings Affiliate) in breach of the covenants set forth herein, or in the Separation Separation, Contribution and Distribution Agreement.