Cogenics definition
Examples of Cogenics in a sentence
Acquisition Sub I, is wholly-owned by Cogenics, Inc., a Delaware corporation (“Cogenics”).
Following the Closing, Parent has no present plan or intention to liquidate the Company, Acquisition Sub I, or Cogenics or to cause or allow any of such corporations to cease to be taxable as corporations for federal income tax purposes.
Prior to January 1, 2010, Parent shall not liquidate the Company, Acquisition Sub I or Cogenics or to cause or allow any of such corporations to cease to be taxable as corporations for federal income tax purposes.
Parent acknowledges and agrees (i) that Cogenics may revoke such license if Parent fails to perform its obligations to Cogenics pursuant to this Agreement in any material respect; (ii) no property interest is granted to Parent by this Section 11; and (iii) the license granted hereby may not ripen into an irrevocable license or easement by the payment of money or the passage of time, or both of the foregoing.
Sellers and Purchaser shall jointly prepare IRS Form 8023 (or any successor form) with respect to the purchase of the shares of Cogenics.
Sellers shall pay any Taxes incurred by Cogenics as a result of the Section 338(h)(10) Elections and shall indemnify and hold Purchaser and its affiliates harmless from any such Taxes.
For a period of six (6) months from the Closing Date, Cogenics hereby grants to Parent and to the officers, employees, agents and guests of Parent, a non-exclusive, revocable license to occupy the office space described on Exhibit C attached hereto (the “Office Space”), subject to the terms and conditions governing Cogenics’ occupancy of such space and such other reasonable terms and conditions as the lessor or Cogenics shall impose.
In the event that a UK Election is not delivered to the Purchaser in compliance with this Section 9.3(e), Sellers shall be liable for all Taxes arising under section 179 of the UK Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇ or paragraphs 58 or 60 of Schedule 29 of the UK Finance ▇▇▇ ▇▇▇▇ in respect of any Chargeable Assets held by any Acquired Company, which arise or accrue as a result of Parent’s sale of Cogenics to Purchaser pursuant to this Agreement.
Parent shall maintain an access point for and connectivity for a dedicated T1 line to be maintained by Cogenics that will allow Cogenics to seamlessly access the Solomon financial system.
Cogenics shall make available to Parent the following at no additional charge, with respect to the Office Space: access cards, identification cards, utilities, telephone handsets, office furniture, and janitorial service.