Examples of Seller’s Affiliated Group in a sentence
These factors are resulting in displacement, human rights violations, high poverty levels, limited access to basic services and tensions among different population groups (e.g. Central African Republic and Democratic Republic of Congo) or with the government (e.g. Anglophone community in Cameroon).
In no event will Seller settle any such Tax Contest relating to Seller’s Affiliated Group Tax Returns in a manner which would be reasonably expected to materially adversely affect any of the Acquired Companies after the Closing Date without Purchaser’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed).
For SMPs with broad transition windows, however, some percentages of the switching segments would still remain mobile at 20 °C below the Ttrans, and some switching components may start to recover prematurely at a temperature far below its Ttrans.
For certainty, all such Taxes incurred by Seller, the Companies or any other member of Seller’s Affiliated Group in connection with transactions described in Sections 3.1, 3.2, 3.3 and 3.4 shall be borne exclusively by Seller.
Any and all existing Tax sharing agreements between the Company and any member of Seller’s Affiliated Group shall be terminated as of the Closing Date.
Notwithstanding anything herein to the contrary and for the avoidance of doubt, Excluded Records shall include any Seller Consolidated Tax Returns and records or data of or relating to Seller’s Affiliated Group (except pro forma returns or separate company returns of the Sale Entities).
For purposes of Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) and (B) (and for purposes of similar provisions under state, local and foreign Tax Law), the Parties agree that the status of each Sale Entity as a member of Seller’s Affiliated Group shall cease as of the end of the Closing Date, and each Sale Entity shall become a member of Buyer’s Affiliated Group as of the beginning of the day immediately following the Closing Date.
Buyer and the Group Companies shall furnish Tax information to Seller for inclusion in Seller’s Affiliated Group Tax Returns for the period that includes the Closing Date in accordance with the Seller’s past custom and practice.