Purchase of the Purchased Assets and Purchased Entities Sample Clauses

Purchase of the Purchased Assets and Purchased Entities. The Americas IP (as defined in Schedule 3.3 of the Disclosure Letter) shall be purchased by Buyer or Other Buyers organized under the laws of the United States or Ireland. The Transferred Intellectual Property Rights and the Transferred Technology that is not Americas IP shall be purchased by Buyer or Other Buyers organized under the laws of Ireland. Veritas Technologies LLC will be purchased by Buyer or Other Buyers organized under the laws of the United States. As of the Closing, Seller shall have not made an election under Treasury Regulations Section 301.7701-3 for Veritas Technologies LLC to be classified as a corporation. In the event that (x) Buyer and each Other Buyer is not organized under the laws of the jurisdictions set forth on Schedule 6.8(i) of the Disclosure Letter or (y) with respect to the jurisdictions indicated on Schedule 6.8(i) of the Disclosure Letter, Buyer or such Other Buyer is not organized under the laws of the same jurisdiction as the Purchased Entity it purchases and, in either case such failure results in any incremental withholding Tax imposed on Seller or any of its Subsidiaries (except to the extent de minimis) that would not have occurred had the Buyer or Other Buyers used the jurisdictions set forth on Schedule 6.8(i) of the Disclosure Letter, then Buyer shall fully indemnify Seller therefor and acknowledge in writing such indemnity obligation.