ZAP. XXX xxxll prepare and file on a timely basis any Tax Returns (but not including any Federal income Tax Return or Tax Returns under any similar rules applicable to any state or local, and filed on a consolidated basis) of ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate for any Taxable Period beginning before and ending after the Effective Date (a "Carry-Over Period").
ZAP. XXX xxx any ZAP.XXX Xxxt-Closing Affiliate shall have the right, in its sole discretion, to make any election, including the election under Section 172(b)(3) of the Code, which would eliminate or limit the carry-back of any loss or credit to any Taxable Period ending before or including the Effective Date.
ZAP. XXX xxx any ZAP.XXX Xxx-Closing Affiliate shall be entitled to any refund of any Tax obtained by the Consolidated Group (or any member of the Consolidated Group) as a result of any audit, amendment or other change in the Tax Return as filed by the Consolidated Group or any member thereof to the extent the refund is attributable to ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate for any Taxable Period of the Consolidated Group ending before or including the Effective Date. Zapaxx xxxl cooperate with ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate in obtaining such refunds, including, but not limited to, the filing of amended Tax Returns or refund claims. Zapaxx xxxl immediately pay to ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate any Tax refund described in this Section 3.10 when such refund is received by the Zapaxx Xxxup. With the exception of Section 3.8, all other refunds arising from Tax Returns filed for the Consolidated Group will belong to Zapaxx.
ZAP. XXX xxxll indemnify and hold harmless Zapaxx xxx each member of the Zapaxx Xxxup from and against any liability, cost or expense, including without limitation, any fine, penalty, interest, charge or reasonable accountant's fee, for any Tax required under this Agreement to be paid by ZAP.XXX xx any ZAP.XXX Xxxt-Closing Affiliate.
ZAP. XXX xxxll take all steps required by Zapaxx xx effect the Stock Distribution. Prior to the Stock Distribution ZAP.XXX xxxll cause to be issued to the Agent a certificate or certificates representing a sufficient number of shares of common stock so that the Stock Distribution can be effected.
ZAP. XXX xxx prepared and filed an application to effect the listing of the shares of common stock to be issued in connection with the Rights Offering and, if made, the Stock Distribution on the Nasdaq National Market and the Pacific Stock Exchange.
ZAP. ZAP hereby confirms, acknowledges and warrants to, and agrees with, each of the Shareholders that
ZAP. XXX'x xeimbursement and purchase obligation under this Section 6(a) shall automatically terminate with no action or notice on the part of either party upon the execution and delivery of the Definitive Agreement by both parties. In consideration for the payments made by ZAP.XXX xxXMC pursuant to this paragraph 6(a) , EMC shall assign all right, title and interest in and to all hardware, and other equipment or property acquired by EMC and for ZAP.XXX(xxxlectively, the "Transferred Assets"). EMC shall convey good and valid title to all such Transferred Assets, free and clear of any claims, liens or encumbrances of any kind (including any restrictions on use) In addition, ZAP.XXX xxxll pay a cancellation fee equal to the first monthly payment due October 31, 1999 to EMC in the event that a Definitive Agreement is not entered into by the parties.
ZAP. XXX xxx any Subsidiary of ZAP.XXX, (xi) any corporation less than fifty-one percent (51%) of whose voting stock is directly or indirectly owned by Zapaxx xxx (iii) any partnership or joint venture less than fifty-one percent (51%) of whose interests in profits and losses is directly or indirectly owned by Zapaxx.
ZAP. Xxx xxxeloped a business plan to exploit the multifunctional, portal-like banner and named it the ZapBox.
