DBSD definition
Examples of DBSD in a sentence
TERM SHEET FOR PROPOSED RESTRUCTURING OF DBSD NORTH AMERICA, INC.
With respect to each of the Subsidiaries, to the knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc.
As of the date of this Agreement, there are not any options, restricted shares, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, other stock based rights, commitments, contracts, arrangements or undertakings of any kind to which DBSD is a party or by which DBSD is bound.
ICO shall not, and shall not permit any member of the ICO Affiliated Group to, file any amended Tax Return that includes any of the DBSD Companies to the extent such amended Tax Return materially and adversely affects any Tax liability (including any Tax Asset or the adjusted Tax basis of any asset) of DISH for any Post-Closing Period, without the prior written consent of DISH, such consent not to be unreasonably withheld, conditioned or delayed.
ICO shall include the income of the DBSD Companies on such Tax Returns (including any deferred Tax Items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19 arising as a consequence of the Deconsolidation), and shall remit, or cause to be remitted, to the applicable Governmental Entity in a timely manner any Taxes due in respect of any such Tax Returns.
As of the date hereof, and as of the date of the closing of the Call Right, if any, the Seller, directly or indirectly, has and will have good and valid title to all of the outstanding capital stock (or other equity interests) of DBSD (“Capital Stock”) set forth as owned by the Seller in Section 3.2 of the Seller Disclosure Schedule, free and clear of all Liens, except with respect to the Collateral Documents.
ICO is the common parent corporation of the ICO Affiliated Group that includes DBSD North America Inc.
Provided that ICO reasonably determines, in consultation with DISH, that the acquisition of DBSD from ICO is a qualified stock purchase within the meaning of Section 338 of the Code, ICO shall, at DISH’s election, join with DISH in making a Section 338(h)(10) election, provided that ICO is indemnified and held harmless on an after-tax basis for any incremental Taxes for which it is liable as a result of making the election under Section 338(h)(10) of the Code.
For the avoidance of doubt, from and after the Effective Date, the only business or contractual arrangements in effect between the Parties and/or their affiliates shall be (a) this Agreement and (b) the Amended and Restated License Agreement of even date herewith by and between Global and DBSD Services Limited (f/k/a ICO Services Limited) (the “Amended License Agreement”).
Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between the DBSD Companies, on the one hand, and ICO or any member of the ICO Affiliated Group, on the other hand, shall be terminated as of the Effective Date, and neither the DBSD Companies nor ICO or any member of the ICO Affiliated Group shall have any continuing rights or obligations thereunder.