Viacom Parties definition
Examples of Viacom Parties in a sentence
The Viacom Parties and the Universal Parties shall cause an election to be made for the Partnership with respect to the Purchase under Section 754 of the Code and any comparable provision of state, local or foreign tax law and shall not seek to revoke such election.
The Viacom Parties will have the right to participate in any tax audit or administrative or judicial proceeding or of any demand or claim relating to the Partnership or to Sci-Fi Europe which affects any taxable period ending on or before or including the Closing Date to the same extent the Viacom Parties have such rights prior to the Closing.
Each of the Viacom Parties has full corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
The Viacom Parties hereby agree that none of them nor any of their directors, officers, employees, shareholders, agents, Affiliates or representatives (collectively, "Representatives") shall disclose any Information (as defined below) or use any Information in any way detrimental to or in competition with the Partnership; provided, however, that above prohibition shall not apply to the extent that disclosure is required by Applicable Law or any rule of any stock exchange.
In the event the Viacom Parties seek to vacate the judgment or opinion entered in the Litigation on May 15, 1997, the Universal Parties and their Affiliates will neither support nor oppose such application.
In the event that Universal elects to purchase or to cause one of its Affiliates to purchase all of the shares of Viacom Sci-Fi Europe Stock under Section 3.2, the Viacom Parties and the Universal Parties shall cause an election to be made for Sci-Fi Europe under Section 754 of the Code and any comparable provision of state, local or foreign tax law and shall not seek to revoke such election.
The execution and delivery of this Agreement, the performance of each of the Viacom Parties' obligations hereunder, and the consummation of the transactions contemplated hereby by each Viacom Party have been duly and validly authorized by the boards of directors of each Viacom Party, respectively, and no other corporate or stockholder proceedings or actions on the part of any Viacom Party or their respective boards of directors or stockholders are necessary therefor.
The representations and warranties of the each of the Viacom Parties contained in this Agreement shall be true and correct in all material respects as of the date hereof and shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date.
Each of the Viacom Parties is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware.
Each of the Viacom Parties agrees, during the period from the Closing Date through the first anniversary of the Closing Date, to take no action to register any of the trade marks, service marks or logos set forth on Exhibit I hereto for television or related uses anywhere in the world (whether or not such mark ▇▇ logo is currently so registered).