Japanese Taxation Authority Sample Clauses

Japanese Taxation Authority. With respect to the conditions set out in sections 2.9(c) and 2.10(b) above, Furukawa covenants and agrees that it will (i) inform Uniphase and JDS forthwith if the Japanese taxation authorities affirmatively discontinue to confirm at any time that such conversion and exchange will occur on a tax-free basis under the taxation Laws of Japan, (ii) use its reasonable efforts to ensure that the Japanese taxation authorities continue to confirm that such conversion and exchange will occur on a tax-free basis under the taxation Laws of Japan, and (iii) not take any steps or actions intentionally or willfully designed to encourage the Japanese taxation authorities affirmatively to discontinue to confirm that such conversion and exchange will occur on a tax-free basis under the taxation Laws of Japan. In the event that the Japanese taxation authorities affirmatively discontinue to confirm that the conversion and exchange will occur on a tax-free basis under the taxation Laws of Japan at any time prior to the Effective Time, the parties agree, if requested in writing by either Uniphase or JDS, to negotiate in good faith for a period of thirty (30) days as to the structure of any Alternative Transaction that would cause the conditions set out in section 2.9(c) and/or section 2.10(b), as the case may be, to be satisfied, in the sole determination of Furukawa acting reasonably, as of the date of the Meeting and/or the Effective Date, as the case may be.
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Related to Japanese Taxation Authority

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  • Limits on Authority Distributor shall act as an independent contractor and nothing herein contained shall constitute Distributor or its agents, officers, or employees as agents, officers or employees of Insurer solely by virtue of their activities in connection with the sale of the Contracts hereunder. Distributor and its Representatives shall not have authority, on behalf of Insurer to make, alter, or discharge any Contract or other insurance policy or annuity entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any Premium; or to receive monies or Premiums (except for the sole purpose of forwarding monies or Premiums to Insurer). Distributor shall not expend, nor contract for the expenditure of, funds of the Insurer. Distributor shall not possess or exercise any authority on behalf of Insurer other than that expressly conferred on Distributor by this Agreement.

  • Reliance upon Authority Prior to the Closing Date, the Borrowers shall deliver to the Agent, a notice setting forth the account of the Borrowers (“Designated Account”) to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. The Borrowers may designate a replacement account from time to time by written notice. All such Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person’s request for Revolving Loans on behalf of the Borrowers, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by the Borrowers to make such requests on its behalf.

  • Organization; Authority; Qualification Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

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