Celera Group definition
Examples of Celera Group in a sentence
Notwithstanding anything to the contrary contained in this Agreement, upon the termination or expiration of this Agreement, Celera shall no longer be entitled to, and shall cease all access to Applera’s information, data, systems and other assets that are not Celera Group Assets and Applera shall no longer be entitled to, and shall cease all access to Celera’s information, data, systems and other assets that are not Applied Biosystems Group Assets.
As of May 30, 2008, (i) 168,890,728 shares of Company Common Stock were issued and outstanding, (ii) 80,000,544 shares of Celera Group Common Stock were issued and outstanding, and (iii) no shares of Company Preferred Stock were issued or outstanding.
All of the outstanding shares of Company Common Stock and Celera Group Common Stock are, and all shares of Company Common Stock and shares of Celera Group Common Stock reserved for issuance as noted in clauses (1)-(3), and (x)-(y) above, shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued and are fully paid and non-assessable and free of pre-emptive rights.
To the extent that Celera is required under law to carry back Tax Assets described in this section, Applera agrees to pay to Celera the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera or any Applera Affiliate).
Not later than ten (10) business days after each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return that includes a Celera Separate Tax Amount will be filed, Celera shall pay to Applera on behalf of the Celera Group an amount equal to the amount of any estimated Celera Separate Tax Amount.
Celera and each member of the Celera Group shall jointly and severally indemnify Applera, each Applera Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any cost, fine, penalty, or other expenses of any kind attributable to the failure of Celera or any Celera Affiliate in supplying Applera or any Applera Affiliate with inaccurate or incomplete information, in connection with the preparation of any Tax Return.
Nothing in this Section 3.05 shall require Applera to file an amended Tax Return or claim for refund of United States federal Income Taxes; provided, however, that Applera shall use its commercially reasonable efforts to use any carryback of a Tax Asset of the Celera Group that is carried back under this Section 3.05.
Notwithstanding Section 3.04, to the extent permitted by law, the Celera Group shall elect to forego a carryback of any net operating losses, capital losses, credits or other Tax benefits to a taxable period, or portion thereof, ending on or before the Split-Off Date unless Applera otherwise elects, in its sole discretion, to allow such carryback.
Except as provided in Sections 4.01 and 4.03, Celera and each Celera Affiliate shall be jointly and severally liable for (i) all Taxes attributable to any and all members of the Celera Group or the Celera Group Assets or the Celera Business, in each case for any and all Post-Split-Off Periods and (ii) all Taxes related to BHL and the BHL Affiliates for any and all periods.
The amount or economic benefit of any refunds, credits or offsets of Taxes relating to (i) Celera, the Celera Group Assets or the Celera Business for a Pre-Split-Off Period shall be for the account of Applera, (ii) Celera, the Celera Group Assets or the Celera Business for a Post-Split-Off Period shall be for the account of Celera, and (iii) the Applera Group, the Applied Biosystems Group Assets or the Applera Business shall for the account of Applera.