Examples of Xxxxxxx Affiliate in a sentence
The Parties agree that the Transfer Documents are not intended and shall not be construed in any way to enhance, modify or decrease any of the rights or obligations of Dover, any Dover Affiliate, Xxxxxxx or any Xxxxxxx Affiliate from those contained in this Agreement.
Notwithstanding anything to the contrary in this Agreement, Xxxxxxx shall be responsible for, and shall indemnify Dover and hold Dover harmless from, any Covered Transaction Tax resulting from a Specified Action of Xxxxxxx or any Xxxxxxx Affiliate, regardless of whether the exception of this Section 4.02(d) is satisfied with respect to such act.
The undersigned, [Name of Xxxx Xxxxxxx Affiliate] (the “Noteholder”), hereby acknowledges and agrees to the subordination provisions of Section 3 of each note or instrument entered into by any of the Loan Parties with respect to any Xxxx Xxxxxxx Subordinated Indebtedness.
Xxxxxxx or any Xxxxxxx Affiliate shall only undertake any of such actions after Walter’s receipt of such Supplemental Tax Opinion or Supplemental Ruling and pursuant to the terms and conditions of any such Supplemental Tax Opinion or Supplemental Ruling or as otherwise consented to in writing in advance by Xxxxxx.
This Agreement is solely for the benefit of the parties to this Agreement and each Xxxxxx Affiliate and Xxxxxxx Affiliate and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other rights in excess of those existing without this Agreement.
Xxxxxxx and each Xxxxxxx Affiliate shall be jointly and severally liable for a percentage of any Distribution Taxes (not otherwise allocated by Sections 4.3(a) or (b) of this Agreement) equal to the quotient of (i) Xxxxxxx’x Market Valuation, divided by (ii) the sum of (x) Walter’s Market Valuation, and (y) Xxxxxxx’x Market Valuation.
If a Xxxxxxx Affiliate ceases to be a member of the Xxxxxxx Group as a result of a sale or exchange of all of the stock of such member, other than an exchange for which the consideration received by Xxxxxxx is the stock of Xxxxxxx or a Xxxxxxx Affiliate, the departing Xxxxxxx Affiliate shall be released from its obligations under this Agreement upon its departure from the Xxxxxxx Group.
Xxxxxxx recognizes that any failure by it or any Xxxxxxx Affiliate to comply with its obligations under Section 4 of this Agreement would, in the event of a Distribution, result in Distribution Taxes that would cause irreparable harm to Xxxxxx, Xxxxxx Affiliates, and their stockholders.
Xxxxxx shall advise Xxxxxxx in writing within 90 days after the filing of the Consolidated Return for the taxable year that includes the Deconsolidation Date of the allocation of any Tax Assets among Xxxxxx, each Xxxxxx Affiliate, Xxxxxxx, and each Xxxxxxx Affiliate.
Xxxxxx shall provide Xxxxxxx (or the applicable Xxxxxxx Affiliate) any assistance reasonably required in providing any information requested pursuant to this Section 2.3.