Gain Recognition Agreements; Indemnity Sample Clauses

Gain Recognition Agreements; Indemnity. If Liberty (or another member of the Selling Affiliated Group) becomes a five-percent shareholder (within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii)) of Vivendi in connection with the Mergers and/or the multiThematiques Transaction solely as a result of the receipt of Vivendi ADSs in connection with (i) the Transactions, (ii) any indemnification payment made pursuant to Section 8.01(b) or (iii) any purchases of Vivendi ADSs made by any Liberty Party directly from Vivendi in connection with the Transactions (a "Five-Percent Shareholder Event") and is required, solely as a result of such Five-Percent Shareholder Event, to enter into one or more gain recognition agreements under Section 367 of the Code (including any new gain recognition agreements that Liberty (or another member of the Selling Affiliated Group) may be required to enter into as a result of any nonrecognition transfer described in Treasury Regulations Sections 1.367(a)-8(g)(2) or (3)) with respect to the Mergers and/or the multiThematiques Transaction, Vivendi will, effective as of the date of such Five-Percent Shareholder Event, indemnify and hold harmless Liberty (the "GRA Indemnity), on an after-Tax basis, for the amount of any Adjustments on any Return filed by Liberty or any other member of the Selling Affiliated Group which are required to be made as a result of any gain triggered pursuant to such gain recognition agreements (or new gain recognition agreements) solely as a result of any action taken by Vivendi or any of its Affiliates after the Effective Time (other than any action or inaction contemplated by the Transaction Documents (except for any action contemplated by Section 3.06(i) of this Agreement)); provided, however, that for purposes of this Section 8.01(c), the determination of whether Liberty (or another member of the Selling Affiliated Group) is a five-percent shareholder shall be made by taking into account only those Vivendi Securities acquired pursuant to clauses (i), (ii) and/or (iii) above. If the GRA Indemnity becomes effective, (i) Vivendi agrees to notify Liberty of any action taken by it or any of its Affiliates that has caused, or will cause, gain to be recognized under such gain recognition agreements (or new gain recognition agreements) and (ii) if Vivendi or any of its Affiliates have consummated, or consummate, any nonrecognition transfer that is described in Treasury Regulations ss.ss. 1.367(a)- 8(g)(2) or (3), Vivendi shall provide time...
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Related to Gain Recognition Agreements; Indemnity

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Basic Indemnification Agreement In consideration of, and as an inducement to, the Indemnitee rendering valuable services to the Company, the Company agrees that in the event Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify Indemnitee to the fullest extent authorized by law, against any and all Expenses and Losses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Losses) of such Claim, whether or not such Claim proceeds to judgment or is settled or otherwise is brought to a final disposition, subject in each case, to the further provisions of this Agreement.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Indemnity Agreements Simultaneously with any person becoming a Designated Director, the Company shall execute and deliver to each such Designated Director an Indemnity Agreement dated the date such Designated Director becomes a director of the Company.

  • Enforce Lock-Up Agreements During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 6(i) hereof.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Agreement to Deliver Documents For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

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