Common use of Other Entity Liability Clause in Contracts

Other Entity Liability. None of the Company or any Company Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Company Subsidiary has any liability for the Taxes of any Person (other than Taxes of the Company and the Company Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract, or otherwise.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.), Agreement and Plan of Merger (Allergan Inc)

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Other Entity Liability. None of the Company or any Company Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none None of the Company or any Company Subsidiary has any liability for the Taxes of any Person (other than Taxes of the Company and the Company Subsidiaries) (i) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor successor, (iii) by contractContract, or (iv) otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peco Ii Inc)

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Other Entity Liability. None of Neither the Company or nor any Company Subsidiary of its Subsidiaries has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of Neither the Company or nor any Company Subsidiary of its Subsidiaries has any liability for the Taxes of any Person (other than Taxes of the Company and the Company or any of its Subsidiaries) under Treasury regulation Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign lawLaw, and including any arrangement for group relief within a jurisdiction or similar arrangement), whether as a transferee or successor successor, by contract, or otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)

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