MJN Group definition
Examples of MJN Group in a sentence
Without limiting the foregoing, MJN shall use its commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign to the applicable person in the MJN Group all obligations or Liabilities of any nature whatsoever under the ISDA Master Agreement dated as of January 11, 2008, between BMS and Citibank, N.A. or other hedging agreements that constitute MJN Liabilities.
Notwithstanding anything to the contrary herein, in no event will any BMS Indemnitee have the right to seek indemnification from any Person in the MJN Group with respect to any claim or demand against any Person in the BMS Group for the satisfaction of the Excluded Liabilities.
MJN shall cause each Person in the MJN Group without further consideration, to pay and remit, or cause to be paid or remitted, to BMS or to another Person in the BMS Group specified by BMS promptly all money, rights and other consideration received by it or any Person in the MJN Group in respect of such performance.
Except as otherwise specifically provided in any Ancillary Agreement and without limiting the foregoing and Section 2.10, BMS will, at the reasonable request, cost and expense of MJN, take such other actions as may be reasonable necessary to vest in the applicable Person in the MJN Group good and marketable title, free and clear of any Lien, if and to the extent it is practicable to do so and so long as no Person in the BMS Group is materially adversely affected by taking such other actions.
Such amounts shall be promptly reimbursed by MJN or the Person in the MJN Group entitled to such MJN Asset.
Nothing contained in this Agreement will constitute or be construed to be or create a partnership or joint venture between the Parties, or any member of the BMS Group or the MJN Group, or any of their successors or assigns.
Except as otherwise provided in this Article III, the Pro Forma MJN Combined Return shall be prepared as if the members of the MJN Group included in the BMS Combined Return instead filed a single combined return.
Prior to any event that may result in recognition or recapture of income (including under any Gain Recognition Agreement), BMS and MJN shall use (and shall cause the members of the Parent Group and MJN Group, respectively, to use) all commercially reasonably efforts to eliminate such recognition or recapture of income or otherwise avoid or minimize the impact thereof.
MJN will use its commercially reasonable efforts to provide, and cause any relevant MJN Group Person to provide, the Services in a manner which is substantially similar in nature, quality and timeliness to the manner in which the Services would be provided to MJN and the MJN Group if the BMS Subsidiary Shares were indirectly held by MJN instead of BMS.
To the extent that any Separate Return filed by MJN directly relates to matters for which BMS must indemnify the MJN Group under Section 4.01, MJN shall (i) prepare that portion of the Separate Return on a basis consistent with past practice (except as required by applicable law or as otherwise agreed by BMS and MJN) and (ii) give BMS a reasonable opportunity to review that portion of the Separate Return.