Liability for Undertaking Certain Actions Sample Clauses

Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, Subsidiary and each Subsidiary Affiliate shall be jointly and severally responsible for, and shall indemnify and hold FMC harmless from and against, any Restructuring Taxes that are attributable to, or result from, (i) any action taken by Subsidiary or any Subsidiary Affiliate that was prohibited by this Agreement or was not contemplated by the parties in connection with the Restructuring (including, without limitation, by taking any action not contemplated in connection with obtaining the Ruling or a Supplemental Ruling, or any opinions, rulings, agreements or written advice relating to foreign transfers) or (ii) the failure by Subsidiary or any Subsidiary Affiliate to take any action that Subsidiary is responsible for taking under this Agreement, the Separation Agreement or any other agreement related to the Restructuring or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
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Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, SpinCo and each member of the SpinCo Group shall be responsible for one hundred percent (100%) of any and all Tax-Related Losses that are attributable to, or result from:
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Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, Spinco shall be responsible for, and shall indemnify and hold harmless Parent and each of its Affiliates from and against any liability for Taxes that are attributable to or result from (i) any act or failure to act by Spinco or any Spinco Affiliate, which action or failure to act breaches any of the representations or covenants contained in Article IV hereof (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transactions and any act or failure to act that breaches Section 4.2(a) or 4.2(b), regardless of whether such act or failure to act is permitted by Section 4.2(c) through 4.2(g), and (ii) Tax counsel withdrawing all or any portion of the Tax Opinion or any Tax Authority withdrawing all or any portion of a private letter ruling issued to Parent in connection with the Contribution and/or the Distribution because of a breach by Spinco or any Spinco Affiliate of a representation made in this Agreement (or made in connection with the Tax Opinion or any Supplemental Ruling contemplated by Section 4.3(e)).
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Liability for Undertaking Certain Actions. (a) Notwithstanding anything in this Agreement to the contrary, SpinCo shall be responsible for, and shall indemnify and hold harmless RemainCo and each of its Affiliates from and against any liability for Taxes that are attributable to or result from any act or failure to act by SpinCo or any SpinCo Affiliate, which action or failure to act breaches any of its representations or covenants contained in this Article V hereof (without regard to the exceptions or provisos set forth in such provisions but expressly excluding the representations and covenants by RemainCo in Sections 5.1(c) and 5.2(c) hereof), expressly including, for this purpose, any Permitted Transactions and any act or failure to act that breaches Section 5.2(d) or 5.2(i) regardless of whether such act or failure to act is permitted by Section 5.2(c) through 5.2(h).
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Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, XXXX and each XXXX Affiliate shall be jointly and severally responsible for, and shall indemnify and hold SCL harmless from and against, any Restructuring Taxes that are attributable to, or result from, (i) any action taken by XXXX or any XXXX Affiliate that was not contemplated by the parties in connection with the IPO and the Restructuring Agreement or (ii) the failure by XXXX or any XXXX Affiliate to take any action that XXXX is responsible for taking under this Agreement, the Restructuring Agreement or any other agreement related to the IPO. Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Restructuring and any Deconsolidation and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
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Liability for Undertaking Certain Actions. Sabre and each Sabre Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring Taxes that are attributable to, or result from, any act or failure to act as described in Section 3.01 (other than acts or failures to act inconsistent with representations 10, 11 or 14 of the Sabre Representation Letter and information supplied in writing to AMR by Sabre or any Sabre Affiliate related to such representations, with respect to which Sabre shall be responsible for fifty percent (50%) of the resulting Spinoff Restructuring Taxes). Sabre and each Sabre Affiliate shall jointly and severally indemnify, on an After Tax Basis, AMR, each AMR Affiliate and their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes.
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Liability for Undertaking Certain Actions. Notwithstanding Section 8.1(a) of this Agreement, Optical Access and each member of the Optical Access Group shall be jointly and severally responsible for, and shall indemnify and hold MRV harmless from and against, any Separation Taxes that are attributable to, or result from, (i) any action taken by Optical Access or any member of the Optical Access Group that was not contemplated by the parties in connection with the Separation or (ii) the failure by Optical Access or any member of the Optical Access Group to take any action that Optical Access is responsible for taking under this Agreement, the Master Separation Agreement or any other agreement related to the Separation or the IPO. Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Separation and shall be responsible for any Taxes or losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
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Liability for Undertaking Certain Actions. Notwithstanding Section 8.1(a) of this Agreement, Luminent and each member of the Luminent Group shall be jointly and severally responsible for, and shall indemnify and hold MRV harmless from and against, any Separation Taxes that are attributable to, or result from, (i) any action taken by Luminent or any member of the Luminent Group that was not contemplated by the parties in connection with the Separation (including, without limitation, by taking any action not contemplated in connection with obtaining a ruling from any Tax Authority) or (ii) the failure by Luminent or any member of the Luminent Group to take any action that Luminent is responsible for taking under this Agreement, the Master Separation and Distribution Agreement or any other agreement related to the Separation or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Separation and any Deconsolidation and shall be responsible for any Taxes or losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
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Liability for Undertaking Certain Actions 
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Related to Liability for Undertaking Certain Actions

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Survival of Warranties and Certain Agreements A. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder, the execution and delivery of the Notes and the issuance of the Letters of Credit.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

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