Obligations of New Xxxxxxxx Sample Clauses

Obligations of New Xxxxxxxx. Except as provided in Section 2.03 --------------------------- and Section 2.04 below, New Xxxxxxxx shall with respect to members of the New Xxxxxxxx Tax Group (i) file or cause to be filed all Tax Returns (including amendments thereto); (ii) pay or cause to be paid all Taxes due on all Tax Returns filed pursuant to this Section 2.02 or otherwise (including transfer Taxes and stamp Taxes relating to the transfer of trademarks by ATIC to Xxxxxxxx, the transfer of shares in ATIC to New Xxxxxxxx and the issue of shares in New Xxxxxxxx to the Depositary, the transfer of shares in Xxxxxxxx to New Xxxxxxxx, the purchase by New Xxxxxxxx of its own shares, the effecting of the Distribution and the transfer of the shares in J.R.F. Realty, Inc., all pursuant to the Distribution Agreement); (iii) be entitled to any refund or credit in respect of such Taxes; and (iv) control all audits and disputes with Tax Authorities relating to such Taxes, including a Tax audit or Tax dispute with Tax Authorities which might give rise to a payment by American Brands pursuant to Section 3.01(a)(vii) of this Agreement, provided that in the event of a Tax audit or Tax dispute with Tax Authorities which might give rise to a payment by American Brands pursuant to section 3.01(a)(vii) of this Agreement, (x) New Xxxxxxxx shall promptly advise American Brands of the existence of such Tax audit or Tax dispute, (y) American Brands (and its representatives) shall have the right to participate fully, at its own expense, in all aspects of such Tax audit or Tax dispute and Xxxxxxxx shall in good faith seek the consensus of American Brands in taking any actions in connection with such Tax audit or Tax dispute and (z) New Xxxxxxxx shall not settle any such Tax audit or Tax dispute without the prior written consent of American Brands, which consent shall not be unreasonably withheld.
Sample 1
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Related to Obligations of New Xxxxxxxx

  • Joint and Several Obligations of Grantors (a) Each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

  • Joint and Several Obligations of Pledgors (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

  • Obligations of Party B 3.1 Party B agrees not to conduct the following business which may materially affect its assets, rights, obligations and operation (except for the sales or purchase of assets, and contracts and agreements entered into during the ordinary course of business of Party B, and the lien imposed by the contracting parties pursuant to the above contracts), without the prior written consent of Party A, including but not limited to:

  • Obligations of and Services to be Provided by the Sub-Advisor The Sub-Advisor will:

  • Obligations of Party A 4.1 Party B’s services hereunder are exclusive. During the term of this Agreement, without the prior written consent of Party B, Party A shall not enter into any agreement with any other third party or accept from such third party any other service same as or similar to the services provided by Party B.

  • Obligations of Company Unconditional Nothing contained in this Article Eight or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eight of the holders of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Without limiting the generality of the foregoing, nothing contained in this Article Eight shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full in cash before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of or interest on the Securities.

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products.

  • Obligations of MassMutual and the Fund (a) MassMutual will provide, or has provided, to the Sub-Adviser, such information or documents as the Sub-Adviser shall reasonably request or as required by applicable law or regulation. Throughout the term of this Sub-Advisory Agreement, MassMutual shall continue to provide such information and documents to the Sub-Adviser, including any amendments, updates or supplements to such information or documents before or at the time the amendments, updates or supplements become effective. MassMutual shall timely furnish the Sub-Adviser with such additional information as may be reasonably necessary for or requested by the Sub-Adviser to perform its responsibilities pursuant to this Sub-Advisory Agreement.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Joint and Several Obligations THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER.

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