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. 7.3.1. does not warrant that your Use of the Service will be uninterrupted or error-free, or that the Service, Documentation and/or the information obtained by you through the Service will meet your requirements or produce particular outcomes or results (irrespective of whether you informed ZAP about how you intend to use the Service at the point of purchase); and
0.0.0. xx not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
ZAP. ZAP hereby confirms, acknowledges and warrants to, and agrees with, each of the Shareholders that
(i) ZAP consents to the terms of their transaction with Ridgewood and will honor transfers made thereunder. In furtherance of the foregoing, and not in limitation thereof, ZAP acknowledges that, upon the First Day (as that term is defined in Section 4(c)(iii) hereof) of each Computation Period, the Shareholder shall be deemed the holder for all purposes (including, but not limited to, the sale thereof), even prior to the issuance of certificates in the Shareholder's name, of a number of shares of ZAP common stock equal to the Cash Purchase Price paid by such Shareholder, divided by the applicable Per Share Price determined in accordance with the provisions of Section 4 hereof (which Per Share Price, may be recomputed on a daily basis during the Computation Period).
(ii) ZAP will honor the terms of the Transaction Agreements, including, but not necessarily limited to, honoring Notices of Conversion, as written. In furtherance of the foregoing, and not in limitation thereof, ZAP acknowledges that (x) the determination of the Conversion Price for each conversion shall be determined as provided in the Certificate of Determination and that such formula is based on the terms annexed hereto as Exhibit 1 (which are excerpted from the Certificate of Determination), (y) there is no price (howsoever denominated) specified as the minimum Conversion Price or the floor price for the Conversion Price, and (z) in the event that delivery of Conversion Certificates for any conversions submitted after the date hereof is made after the Delivery Date (as those terms are defined in the Certificate of Determination), the provisions of Sections B(5) and (6) of Article III of the Certificate of Determination shall apply.
(iii) ZAP will promptly issue one or more appropriate press releases and/or file any necessary or appropriate documentation with the Securities and Exchange Commission to (x) correct the filing as an exhibit to a registration statement (such as the registration statement on Form S-3 filed on March 7, 2001) of a document purporting to be the Certificate of Determination of the Preferred Stock in form other than that filed as Exhibit 4.1 to the S-3 Registration Statement filed with the SEC on or about August 17, 2000 and (y) reflect that there is no dispute between ZAP and the Shareholders regarding the formula for determining the Conversion Price for Preferred Stock.
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ZAP. XXX xxxeby engages and retains Consultant to render the consulting services described in Section 2 hereof. Nothing contained in this Agreement shall be deemed to create or evidence any partnership, joint venture or employment arrangement by or between the parties, it being understood that the relationship established hereunder is limited to that of Consultant as an independent contractor acting for and on behalf of ZAP.XXX xx expressly set forth herein.
ZAP. XXX xxxll use reasonable efforts to cause the ZAP.XXX xxxres to be so listed.
