Inconsistent Acts and Events Sample Clauses

Inconsistent Acts and Events. ▇▇▇▇▇▇▇ shall be responsible for, and shall indemnify and hold harmless the Dover Group from and against any liability for, any Covered Transaction Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) resulting from (i) any breach by any member of the ▇▇▇▇▇▇▇ Group of any of the representations or covenants under Article IV hereof, (ii) any Specified Action performed by any member of the ▇▇▇▇▇▇▇ Group (whether or not Section 4.02(d) is complied with), (iii) any Section 355(e) Event with respect to a member of the ▇▇▇▇▇▇▇ Group (whether or not such Section 355(e) Event is caused by a Specified Action), and (iv) if clauses (i), (ii) and (iii) do not apply, one-half of any Covered Transaction Tax not caused by a member of the Dover Group, either as a result of an action or failure to act or of a breach of any representation or covenant provided in Article IV, and not arising under Sections 355(d), (e) or (f) of the Code. A Section 355(e) Event with respect to a member of the ▇▇▇▇▇▇▇ Group means any event after the Distribution, involving the stock of ▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ Affiliate or assets of any member of the ▇▇▇▇▇▇▇ Group, that causes the Distribution or any distribution described in any Tax Ruling or Tax Opinion of the stock of foreign and U.S. subsidiaries for which rulings or opinions were requested (each an “Internal Distribution”) to be a taxable event to any member of the Dover Group as the result of the application of Section 355(e) of the Code.
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Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), RIBAPHARM shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by RIBAPHARM of the representations or covenants under Section 9, (ii) any Tainting Act performed by RIBAPHARM, (iii) the inaccuracy of any factual statements or representations made by RIBAPHARM to ICN or to the IRS in connection with the IRS Private Letter Ruling or the Tax Opinion, but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to RIBAPHARM. A Section 355(e) Event with respect to RIBAPHARM will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of RIBAPHARM representing a 50% or greater interest in RIBAPHARM within the meaning of Section 355(e).
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Inconsistent Acts and Events. Controlled shall be liable for, and shall indemnify and hold harmless the Distributing Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Controlled Group of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined) performed by the Controlled Group (whether or not Section 4.02(d) is complied with) and (iii) any Section 355(e) Event with respect to Controlled (whether or not such event is caused by a Tainting Act). A Section 355(e) Event with respect to Controlled means any event, involving the stock of Controlled or assets of the Controlled Group, which causes the Distribution to be a taxable event to Distributing as the result of the application of Section 355(e) of the Code (i.e., the Distribution becomes taxable to Distributing under Section 355(e) and but for the event the Distribution would not have been a taxable event to Distributing under Section 355(e)).
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Inconsistent Acts and Events. Biotechnologies shall be liable for, and shall indemnify and hold harmless the BioPharma Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Biotechnologies Group of the representations or covenants under Section 4 and (ii) any Section 355(e) Event (defined herein) with respect to Biotechnologies. A “Section 355(e) Event” with respect to Biotechnologies means any fact, circumstance, event or occurrence relating to the stock of Biotechnologies or assets of the Biotechnologies Group, that causes the Distribution to be a taxable event to BioPharma as the result of the application of Section 355(e) of the Code and the Treasury Regulations (i.e., the Distribution becomes taxable to BioPharma under Section 355(e) of the Code and, but for such fact, circumstance, event or occurrence, the Distribution would not have been a taxable event to BioPharma under Section 355(e) of the Code).
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Inconsistent Acts and Events. NDC or Newco, as the case may be, shall be liable for, and shall indemnify and hold harmless the members of the other Group from and against any liability for, any Restructuring Tax (described in Sections 2.4(a) above) to the extent arising from (i) any breach by such indemnifying party of the representations or covenants under Article IX, (ii) any Tainting Act performed by such indemnifying party, (iii) the inaccuracy of any factual statements or representations made by such indemnifying party in connection with the IRS Private Letter Ruling, but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date, or (iv) any Section 355(e) Event with respect to the indemnifying party. A Section 355(e) Event with respect to an entity occurs if one or more persons acquire directly or indirectly stock of such entity representing a 50% or greater interest in such entity within the meaning of Section 355(e) of the Code.
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Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), Ribapharm shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by Ribapharm of the representations or covenants under Section 9, (ii) any Tainting Act performed by Ribapharm, (iii) the inaccuracy of any factual statements or representations made by Ribapharm or to the IRS in connection with the Application for Ruling or an IRS Private Letter Ruling (if issued), and to counsel in connection with any Tax Opinion Submission (if made) or Tax Opinion (if obtained), but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to Ribapharm. A Section 355(e) Event with respect to Ribapharm will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of Ribapharm representing a 50% or greater interest in Ribapharm within the meaning of Section 355(e).
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Inconsistent Acts and Events. Omega shall be liable for, and shall indemnify and hold harmless the Mestek Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Omega Group of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined) performed by the Omega Group (whether or not Section 4.2(c) is complied with) and (iii) any Section 355(e) Event with respect to Omega (whether or not such event is caused by a Tainting Act). A “Section 355(e) Event” with respect to Omega means any fact, circumstance, event or occurrence relating to the stock of Omega or assets of the Omega Group, that causes the Distribution to be a taxable event to Mestek as the result of the application of Section 355(e) of the Code (i.e., the Distribution becomes taxable to Mestek under Section 355(e) and, but for such fact, circumstance, event or occurrence, the Distribution would not have been a taxable event to Mestek under Section 355(e)).
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Inconsistent Acts and Events. Cabot or CMC, as the case may be, shall be liable for, and shall indemnify and hold harmless the members of the other Group from and against any liability for, any Restructuring Tax (described in subparagraphs (i) and (ii) above) to the extent arising from (i) any breach by such indemnifying party of the representations or covenants under Section 9, (ii) any Tainting Act performed by such indemnifying party, (iii) the inaccuracy of any factual statements or representations made by such indemnifying party in connection with the IRS Private Letter Ruling, but only to the extent such inaccuracy
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Inconsistent Acts and Events. JMS shall be liable for, and shall indemnify and hold harmless P&G and its Affiliates from and against any liability for, any Covered Transactions Taxes (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by JMS of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined), performed by JMS (whether or not Section 4.02(d) is complied with) (ii) the inaccuracy of any factual statements or representations made by JMS in connection with the IRS Private Letter Ruling and (iii) any Section 355(e) Event with respect to JMS (whether or not such event is caused by a Tainting Act ) . A Section 355(e) Event with respect to JMS means any event, involving the stock or assets of JMS, occurring after the Merger, which causes the Distribution to be a taxable event to P&G as the result of the application of Section 355(e) of the Code (i.e. the Distribution becomes taxable to P&G under Section 355(e) and but for the event the Distribution would not have been a taxable event to P&G under Section 355(e)).
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Related to Inconsistent Acts and Events

  • PUBLIC CONTRACTS AND PROCUREMENT FRAUD Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

  • Disclosure of Contractor Parties Litigation The Contractor shall require that all Contractor Parties, as appropriate, disclose to the Contractor, to the best of their knowledge, any Claims involving the Contractor Parties that might reasonably be expected to materially adversely affect their businesses, operations, assets, properties, financial stability, business prospects or ability to Perform fully under the Contract, no later than ten (10) Days after becoming aware or after they should have become aware of any such Claims. Disclosure shall be in writing.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

  • FDA Matters As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have or reasonably be expected to result in a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have or reasonably be expected to result in a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.