Examples of Xxxxxxx Affiliates in a sentence
In addition, Xxxxxxx shall make available employees and officers of Xxxxxxx and Xxxxxxx Affiliates, as Dover reasonably requests, to prepare and file any Tax Return for any Pre-Distribution Period or Straddle Period (including any claims for refunds described in Section 2.02(a)) or to conduct any Tax Contest with respect to any such Tax Return.
Moreover, when necessary to facilitate payments from countries other than the United States, when requested by Xxxxxxx, Xxxxx shall enter into direct license agreements with Xxxxxxx Affiliates designated by Xxxxxxx, whereby such Affiliate will be obligated to remit royalty payments due for Net Sales in such country directly to Rigel.
The Noteholder shall have the right to sell, assign, transfer or negotiate all or part of this Note to one or more of its Xxxx Xxxxxxx Affiliates.
Each such license agreement shall contain substantially the same terms as this Agreement insofar as such terms are lawful under applicable laws and regulations of the particular country; and Xxxxxxx shall be responsible for the performance of all obligations of Xxxxxxx Affiliates under such license agreements.
In the event of a Distribution, Xxxxxxx agrees that it will not take (and it will cause the Xxxxxxx Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of a Distribution as a tax-free transaction under Section 355 of the Code.
Xxxxxxx shall pay to the appropriate Tax Authorities all Non-Federal Separate Taxes and any other Taxes (other than those described in Section 3.1 and Section 3.2 of this Agreement), if any, of Xxxxxxx and the Xxxxxxx Affiliates.
Xxxxxx shall pay to the Xxxxxxx Group, not later than 15 business days after Xxxxxx makes a payment to, or receives a payment, credit or offset from any Tax Authority pursuant to this Section 3, the amount, if any, by which one or more state or local Tax Assets of Xxxxxxx and the Xxxxxxx Affiliates reduced the Combined Tax liability of the applicable Combined Group for any taxable year.
The foregoing license shall not authorize Xxxxxxx to knowingly separate the Provider Proprietary Materials from the Deliverables for the purpose of selling or licensing such Provider Proprietary Materials in any way as a stand-alone product or development tool to third parties (other than Xxxxxxx Affiliates) for value.
The right to grant sublicenses granted hereunder is exclusive to Xxxxxxx and shall not extend to Xxxxxxx Affiliates or Sublicensees.
Nothing in this Agreement requires Xxxxxxx or Xxxxxxx Affiliates to purchase products or services from Provider.