Inconsistent Acts and Events Sample Clauses

Inconsistent Acts and Events. Xxxxxxx shall be responsible for, and shall indemnify and hold harmless the Dover Group from and against any liability for, any Covered Transaction Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) resulting from (i) any breach by any member of the Xxxxxxx Group of any of the representations or covenants under Article IV hereof, (ii) any Specified Action performed by any member of the Xxxxxxx Group (whether or not Section 4.02(d) is complied with), (iii) any Section 355(e) Event with respect to a member of the Xxxxxxx Group (whether or not such Section 355(e) Event is caused by a Specified Action), and (iv) if clauses (i), (ii) and (iii) do not apply, one-half of any Covered Transaction Tax not caused by a member of the Dover Group, either as a result of an action or failure to act or of a breach of any representation or covenant provided in Article IV, and not arising under Sections 355(d), (e) or (f) of the Code. A Section 355(e) Event with respect to a member of the Xxxxxxx Group means any event after the Distribution, involving the stock of Xxxxxxx or a Xxxxxxx Affiliate or assets of any member of the Xxxxxxx Group, that causes the Distribution or any distribution described in any Tax Ruling or Tax Opinion of the stock of foreign and U.S. subsidiaries for which rulings or opinions were requested (each an “Internal Distribution”) to be a taxable event to any member of the Dover Group as the result of the application of Section 355(e) of the Code.
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Inconsistent Acts and Events. Biotechnologies shall be liable for, and shall indemnify and hold harmless the BioPharma Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Biotechnologies Group of the representations or covenants under Section 4 and (ii) any Section 355(e) Event (defined herein) with respect to Biotechnologies. A “Section 355(e) Event” with respect to Biotechnologies means any fact, circumstance, event or occurrence relating to the stock of Biotechnologies or assets of the Biotechnologies Group, that causes the Distribution to be a taxable event to BioPharma as the result of the application of Section 355(e) of the Code and the Treasury Regulations (i.e., the Distribution becomes taxable to BioPharma under Section 355(e) of the Code and, but for such fact, circumstance, event or occurrence, the Distribution would not have been a taxable event to BioPharma under Section 355(e) of the Code).
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Inconsistent Acts and Events. Controlled shall be liable for, and shall indemnify and hold harmless the Distributing Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Controlled Group of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined) performed by the Controlled Group (whether or not Section 4.02(d) is complied with) and (iii) any Section 355(e) Event with respect to Controlled (whether or not such event is caused by a Tainting Act). A Section 355(e) Event with respect to Controlled means any event, involving the stock of Controlled or assets of the Controlled Group, which causes the Distribution to be a taxable event to Distributing as the result of the application of Section 355(e) of the Code (i.e., the Distribution becomes taxable to Distributing under Section 355(e) and but for the event the Distribution would not have been a taxable event to Distributing under Section 355(e)).
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Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), RIBAPHARM shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by RIBAPHARM of the representations or covenants under Section 9, (ii) any Tainting Act performed by RIBAPHARM, (iii) the inaccuracy of any factual statements or representations made by RIBAPHARM to ICN or to the IRS in connection with the IRS Private Letter Ruling or the Tax Opinion, but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to RIBAPHARM. A Section 355(e) Event with respect to RIBAPHARM will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of RIBAPHARM representing a 50% or greater interest in RIBAPHARM within the meaning of Section 355(e).
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Inconsistent Acts and Events. NDC or Newco, as the case may be, shall be liable for, and shall indemnify and hold harmless the members of the other Group from and against any liability for, any Restructuring Tax (described in Sections 2.4(a) above) to the extent arising from (i) any breach by such indemnifying party of the representations or covenants under Article IX, (ii) any Tainting Act performed by such indemnifying party, (iii) the inaccuracy of any factual statements or representations made by such indemnifying party in connection with the IRS Private Letter Ruling, but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date, or (iv) any Section 355(e) Event with respect to the indemnifying party. A Section 355(e) Event with respect to an entity occurs if one or more persons acquire directly or indirectly stock of such entity representing a 50% or greater interest in such entity within the meaning of Section 355(e) of the Code.
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Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), Ribapharm shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by Ribapharm of the representations or covenants under Section 9, (ii) any Tainting Act performed by Ribapharm, (iii) the inaccuracy of any factual statements or representations made by Ribapharm or to the IRS in connection with the Application for Ruling or an IRS Private Letter Ruling (if issued), and to counsel in connection with any Tax Opinion Submission (if made) or Tax Opinion (if obtained), but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to Ribapharm. A Section 355(e) Event with respect to Ribapharm will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of Ribapharm representing a 50% or greater interest in Ribapharm within the meaning of Section 355(e).
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Inconsistent Acts and Events. Cabot or CMC, as the case may be, shall be liable for, and shall indemnify and hold harmless the members of the other Group from and against any liability for, any Restructuring Tax (described in subparagraphs (i) and (ii) above) to the extent arising from (i) any breach by such indemnifying party of the representations or covenants under Section 9, (ii) any Tainting Act performed by such indemnifying party, (iii) the inaccuracy of any factual statements or representations made by such indemnifying party in connection with the IRS Private Letter Ruling, but only to the extent such inaccuracy
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Inconsistent Acts and Events. JMS shall be liable for, and shall indemnify and hold harmless P&G and its Affiliates from and against any liability for, any Covered Transactions Taxes (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by JMS of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined), performed by JMS (whether or not Section 4.02(d) is complied with) (ii) the inaccuracy of any factual statements or representations made by JMS in connection with the IRS Private Letter Ruling and (iii) any Section 355(e) Event with respect to JMS (whether or not such event is caused by a Tainting Act ) . A Section 355(e) Event with respect to JMS means any event, involving the stock or assets of JMS, occurring after the Merger, which causes the Distribution to be a taxable event to P&G as the result of the application of Section 355(e) of the Code (i.e. the Distribution becomes taxable to P&G under Section 355(e) and but for the event the Distribution would not have been a taxable event to P&G under Section 355(e)).
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Inconsistent Acts and Events. Omega shall be liable for, and shall indemnify and hold harmless the Mestek Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Omega Group of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined) performed by the Omega Group (whether or not Section 4.2(c) is complied with) and (iii) any Section 355(e) Event with respect to Omega (whether or not such event is caused by a Tainting Act). A “Section 355(e) Event” with respect to Omega means any fact, circumstance, event or occurrence relating to the stock of Omega or assets of the Omega Group, that causes the Distribution to be a taxable event to Mestek as the result of the application of Section 355(e) of the Code (i.e., the Distribution becomes taxable to Mestek under Section 355(e) and, but for such fact, circumstance, event or occurrence, the Distribution would not have been a taxable event to Mestek under Section 355(e)).
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Related to Inconsistent Acts and Events

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Liabilities and Litigation Neither the Company nor any Subsidiary of the Company has any material (individually or in the aggregate) liabilities, direct or contingent, except as (a) disclosed or referred to in the Financial Statements, (b) disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10. Except as (a) described in the Financial Statements, (b) otherwise disclosed to the Banks in the Disclosure Statement, (c) disclosed in a notice to Agent pursuant to Section 9.11 with respect to such as could reasonably be expected to have a Material Adverse Effect or (d) not prohibited by applicable provisions of Section 10, no litigation, legal, administrative or arbitral proceeding, investigation, or other action of any nature exists or (to the knowledge of the Company) is threatened against or affecting the Company or any Subsidiary of the Company which could reasonably be expected to result in any judgment which could reasonably be expected to have a Material Adverse Effect, or which in any manner challenges or may challenge or draw into question the validity of this Agreement, the Notes or any other Loan Document, or enjoins or threatens to enjoin or otherwise restrain any of the transactions contemplated by any of them.

  • Anti-Corruption Matters Since December 31, 2019, none of High Tide, any of its Subsidiaries or any director, officer or, to the Knowledge of High Tide, employee or agent of High Tide or any of its Subsidiaries has: (i) used any funds for unlawful contributions, gifts, entertainment, or other unlawful payments relating to an act by any Governmental Entity; (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any other unlawful payment under any applicable Law relating to anti-corruption, bribery, or similar matters. Since January 1, 2020, neither High Tide nor any of its Subsidiaries has disclosed to any Governmental Entity that it violated or may have violated any Law relating to anti-corruption, bribery, or similar matters. To the Knowledge of High Tide, no Governmental Entity is investigating, examining, or reviewing High Tide ‘s compliance with any applicable provisions of any Law relating to anti-corruption, bribery, or similar matters.

  • Proceedings and Orders Neither Purchaser, nor any director, officer, affiliate or 5% or greater shareowner of Purchaser, during the last ten years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or has been convicted of fraud or felony charges or restricted in conducting any business activity.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • Notice of Default, Litigation and ERISA Matters Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by the Company or the Subsidiary affected thereby with respect thereto:

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

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