SBC Companies definition
Examples of SBC Companies in a sentence
Neither SBC nor any Subsidiary of SBC has engaged in a transaction with respect to any of the SBC Compensation and Benefit Plans that, assuming the taxable period of such transaction expired as of the date hereof, would subject the SBC Companies or any of their Subsidiaries to a material tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA.
To the Knowledge of SBC, the SBC Companies and their Subsidiaries are not the subject of any threatened or pending lawsuits alleging the violation or infringement of any Intellectual Property Rights of any third party that, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect on the SBC Companies.
Except as set forth in paragraph (d), SBC shall be entitled to any refund of Taxes of the SBC Companies or any of their Subsidiaries received for such pre-closing periods.
Except for representations and warranties contained in this Agreement, none of SBC, the SBC Companies or their Affiliates, or any other Person makes any express or implied representation or warranty on behalf of SBC with respect to the subject matter of this Agreement.
SBC shall be liable for and indemnify Newco for all Taxes imposed on the SBC Companies or their Subsidiaries or for which the SBC Companies or their Subsidiaries may otherwise by liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date.
On or prior to the Closing Date, SBC agrees to enter into and to cause the SBC Companies, their Subsidiaries and Newco, and BellSouth agrees to enter into and to cause the BellSouth Companies and their Subsidiaries to enter into the Resale Agreements and, subject to the next succeeding sentence, the Agency Agreements.
No material payments to be made to any of the officers or employees of the SBC Companies or any of their Subsidiaries will as a result of consummation of the transactions contemplated hereby be subject to the deduction limitations under Section 280G of the Code.
There is no pending or, to the Knowledge of SBC, threatened claim, audit, investigation, litigation or other proceeding relating to the SBC Compensation and Benefit Plans, except for proceedings which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the SBC Companies.
Directly or indirectly solicit or negotiate with any Person (other than a party hereto) or accept any proposal to acquire any of the SBC Companies or the Station in whole or in part.
If SBC becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 4.17(a) to indemnify Newco and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to the SBC Companies or their Subsidiaries and from a taxable year or period that begins after the Closing Date, SBC shall promptly pay to Newco the amount of such refund or credit together with any interest thereon.