Examples of Net2Phone Group in a sentence
In connection therewith, the parties agree that if, following the date hereof, any of IDT or Net2Phone acquires knowledge of an opportunity that meets the foregoing standard with respect to more than one Group, none of the IDT Group or the Net2Phone Group shall have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person.
IDT shall not, and shall not permit any member of the IDT Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Net2Phone or any member of the Net2Phone Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).
In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
IDT shall cause each member of the IDT Group, and Net2Phone shall cause each member of the Net2Phone Group, to comply fully with the terms of this Agreement.
Net2Phone agrees and acknowledges that Net2Phone shall be responsible for the performance by each member of the Net2Phone Group of the obligations hereunder applicable to such member.
No consolidated Federal Income Tax Asset of the IDT Consolidated Group, other than those described in the first sentence hereof, and no Combined Tax Asset of the IDT Group, shall be apportioned to the Net2Phone Group, except as IDT determines is otherwise required under the provisions of applicable law.
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Within thirty (30) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability.
Each member of the Net2Phone Group hereby irrevocably appoints IDT as its agent and limited attorney-in-fact to take any action as IDT may deem necessary or appropriate to effect Section 2.1 including, without limitation, those actions specified in Treasury Regulation (S)1.1502-77(a).
IDT shall determine the portion, if any, of any Tax Asset which must (absent a Final Determination to the contrary) be apportioned to the Net2Phone Group in accordance with this Section 3.1(a) and applicable law, and shall provide written notice of the calculation thereof to Net2Phone as soon as practicable after the information necessary to make such calculation becomes available to IDT.