Examples of Net2Phone Group in a sentence
In no event shall IDT, any other member of the IDT Group or any IDT Indemnitee have liability or obligation whatsoever to any member of the Net2Phone Group in the event (i) that any Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date.
Net2Phone agrees and acknowledges that Net2Phone shall be responsible for the performance by each member of the Net2Phone Group of the obligations hereunder applicable to such member.
This Agreement is being entered into by IDT and Net2Phone on behalf of themselves and each member of the IDT Sub-Group and the Net2Phone Group, respectively.
Upon reasonable notice, Net2Phone shall make its, or shall cause each member of the Net2Phone Group to make its, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder.
Except to the extent provided in Section 3.1(d), Net2Phone shall be entitled to all Refunds (and any interest thereon received from the applicable taxing jurisdiction) in respect of Income Taxes paid by Net2Phone with respect to Net2Phone Group Separate Returns and attributable to Post-Deconsolidation Tax Periods included in Combined Tax returns.
IDT shall cause each member of the IDT Group, and Net2Phone shall cause each member of the Net2Phone Group, to comply fully with the terms of this Agreement.
This Agreement shall constitute a direct obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of any corporation which becomes a member of the IDT Sub-Group or the Net2Phone Group in the future.
Each member of the Net2Phone Group hereby irrevocably appoints IDT as its agent and limited attorney-in-fact to take any action as IDT may deem necessary or appropriate to effect Section 2.1 including, without limitation, those actions specified in Treasury Regulation (S)1.1502-77(a).
Within thirty (30) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability.
Net2Phone shall prepare, or cause to be prepared all Net2Phone Group Separate Returns.