Examples of Purchased Companies in a sentence
Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a)(1) of the Code or any similar provision of U.S. state or local or non-U.S. Law), Seller, Purchaser, the Purchased Companies and their respective Affiliates shall treat any and all payments under Section 2.9, and any and all payments for indemnification under Section 6.1, Section 6.2 and Article IX as an adjustment to the Final Purchase Price under applicable Tax Law.
Purchaser shall be entitled to any refunds or credits of the Purchased Companies of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to this Section 6.5. Any refunds or credits of Taxes of the Purchased Companies or their respective Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Purchaser in accordance with the principles set forth in Section 6.3 and the first sentence of this Section 6.5(a).
At Seller’s request, Purchaser shall file (or cause to be filed) such Pre-Closing Separate Tax Returns, and Seller shall reimburse Purchaser for all out-of-pocket fees, costs and expenses incurred by Purchaser, its Affiliates or the Purchased Companies in connection with such filing.
Accordingly, from and after the Closing, none of Purchaser, its Affiliates or the Purchased Companies shall have to the right to use any such communications or to access the files of the Current Representation, all of which shall be and remain the property of Seller and not of Purchaser, its Affiliates or the Purchased Companies, or to internal counsel relating to such engagement.
None of Purchaser, any of its Affiliates or any Purchased Companies shall, at any time, seek to register or apply for any registration of any Excluded Intellectual Property (including any Seller Transitional Marks).