Pfizer Group definition
Examples of Pfizer Group in a sentence
For purposes of clarity, nothing in this Section 5.03 shall preclude any uses of the Transitional Names by the Pfizer Group that are required or otherwise not prohibited under applicable Law, including uses of the Transitional Names not in commerce, uses that would not cause confusion as to the origin of a good or service, and references to the Transitional Names in historical, tax, and similar records.
Pfizer shall indemnify and hold harmless the Company Group and its Affiliates for any Losses arising from or relating to the use by the Pfizer Group of the Transitional Names pursuant to this Section 5.03.
In addition, Zoetis shall file, and shall cause any member of the Zoetis Group to file, any Gain Recognition Agreement reasonably requested by Pfizer which Gain Recognition Agreement is determined by Pfizer to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid Pfizer or any member of the Pfizer Group recognizing gain under any Gain Recognition Agreement.
Without limitation to any other remedies, the Company shall have the right to terminate the foregoing license, effective immediately, if any of the Pfizer Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of the Company or any of its Affiliates in relation to the use of the Transitional Names.
Pfizer shall not, and shall not permit any Person in the Pfizer Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution, recovery or any indemnification against the Company or any Person in the Company Group, or any other Person released pursuant to Section 4.01(b), with respect to any Liabilities released pursuant to Section 4.01(b).
Such treatment reported on any Tax Return for which Zoetis is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Pfizer or any member of the Pfizer Group or caused or to be caused to be filed by Pfizer, unless there is no reasonable basis for such Tax treatment.
Each member of the Zoetis Group shall execute and deliver to Pfizer (or such member of the Pfizer Group as Pfizer shall designate) any power of attorney or other similar document reasonably requested by Pfizer (or such designee) in connection with any Tax Contest (as to which Pfizer is the Controlling Party) described in this Section 9.
For the avoidance of doubt, the Parties agree and acknowledge that this Agreement, and any third party rights Pfizer has with respect to this Agreement, is without prejudice to GSK’s and Pfizer’s rights under the Cosmos SHA, the Cosmos SCA, the SCA Side Letter, the Treasury Side Letter and the obligations of Pfizer, GSK and the members of the Pfizer Group and the GSK Group pursuant to the terms of the Cosmos SHA, the Cosmos SCA, the SCA Side Letter and the Treasury Side Letter.
Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts.
Zoetis shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the Zoetis Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the Zoetis Group to fail to take any action, in each case that would cause Pfizer or any member of the Pfizer Group to recognize gain under any Gain Recognition Agreement.