VSI Clause Samples
VSI. VSI (and its Affiliates) shall be responsible for, and shall indemnify and hold harmless SpinCo, Affiliates of SpinCo, and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any: (1) Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the acquisition of all or a portion of VSI Capital Stock and/or its assets (and/or any of its Affiliate’s stock or assets) by any Person, (ii) any negotiations, understandings, agreements or arrangements by or on behalf of VSI with respect to transactions or events (including stock issuances or option grants) or a series of transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of VSI representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by VSI after the Distribution (including any amendment to VSI’s certificate of incorporation) affecting the voting rights of VSI stock, or (iv) any act or failure to act by VSI or any VSI Affiliate which constitutes a Restricted Action (collectively, a “VSI Listed Action”); provided, however, that (i) a VSI Listed Action will not be considered a VSI Listed Action to the extent such action is determined in a private letter ruling or Unqualified Tax Opinion pursuant to Section 6.4(c) not to affect the Tax-Free Status of the Separation or Distribution, or violate any representation or requirement, or otherwise adversely affect any conclusion, set forth in the Tax Opinion, the IRS Private Letter Ruling or the ITA Private Letter Ruling; and (ii) VSI shall not be liable under this Section 6.5(a) for any Tax-Related Losses that are attributable to or result from any VSI Listed Action that is an Unapproved VSI Action; and (2) Tax-Related Loss Contribution allocable to VSI under Section 6.5(c).
VSI. Notwithstanding Section 9.2.1, the parties agree and acknowledge that a Transfer of the equity or voting interests of VSI or of an Affiliate that controls VSI (a "VSI Parent") will be permitted, so long as the following conditions are satisfied: (i) notwithstanding such transfer, Newhaven Overseas Corp. or another member of the Cisneros Group of Companies retains the right to appoint VSI's ▇▇▇▇▇▇▇▇tatives on the Management Committee; and (ii) following such transfer, VSI remains at least as credit-worthy as PEI (as determined by a nationally-recognized credit rating agency), and, if it is not, VSI (or an Affiliate of VSI) provides PEI and PEGI with satisfactory financial assurances (in the form of a letter of credit, guaranty or otherwise). The parties agree that a transfer of VSI to a wholly-owned subsidiary of Ibero-America Media Partners II, LP or of Ibero-America Media Partners B.V. satisfies clause (ii) of this Section of 9.2.2.
VSI. 6 WARN.......................................................................6
VSI. ⮚ Provision Inventivex, Pintels Intelligence analytics for Technology, Law, Management, Pharmacy, Entrepreneurship, Design; ⮚ Provision, IP deals negotiation, IP, Technology transfer and Licensing, Royalty Revenue Management, Conducting IP Audits; ➢ Provision insights into commercially viable Technology, Law, Management, Pharmacy, Entrepreneurship, Design; ➢ Provision insights into BioPharMed Innovations landscape ➢ Help identify emerging trends and opportunities in Technology, Law, Management, Pharmacy, Entrepreneurship, Design technology sectors and industry verticals ➢ Promote Innovation, IP activities and ▇▇▇▇▇▇ profitable growth
VSI. Notwithstanding Section 9.2.1, the parties agree and acknowledge that a Transfer of the equity or voting interests of VSI or of an Affiliate that controls VSI (a "VSI Parent") will be permitted, so long as the following conditions are satisfied: ***
VSI. No employee of VSI acting under the terms of this Agreement shall be deemed to be an agent or employee of Vita▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ any customer of Vita▇▇▇▇▇▇▇▇▇.▇▇▇.