November 28, 2021
  • November 28, 2021

Form 424B3 Endeavor Group Holdings,

By on September 28, 2021 0

??Target working capital?? means $ 29,000,000.

??Tax?? means all taxes, duties, duties, withholdings, charges, fees, levies or other assessments imposed by any government entity, including any income, gross receipts, branch profits, payroll, employment, excise, severance pay, stamp, profits, escheat or unclaimed property, environmental, social capital, franchise, profits, withholding tax, social security, unemployment, property, sale, use, transfer, registration, ad valorem, added value, alternative or Add minimum or estimated tax, in each case of the nature of a tax and increased by interest, penalties and surcharges imposed thereon.

??Tax benefit?? means, with respect to a particular taxable period, an amount equal to the excess of (a) the tax obligations of the indemnified party for that taxable period, without taking into account the tax effects of the applicable indemnified obligations incurred by the indemnified party, on (b) the tax obligations of that indemnified party for that taxable period, taking into account the tax effects of the applicable indemnified obligations incurred by the indemnified party. The amount of any tax benefit will be net of any costs or expenses incurred by the indemnified party or its affiliates in connection with the realization of that tax benefit. Notwithstanding the foregoing, in no event will Buyer or its Affiliates be considered to have realized any Tax Advantage in connection with Damage attributable to NYX.

??Tax procedure?? means any audit, request for information, investigation, hearing, dispute, legal action or legal challenge or other procedure relating to Taxes.

??Tax return?? means any statement, declaration, statement, report, claim, schedule, form or declaration of information filed or required or authorized to be filed with any tax authority relating to taxes, including any supplement, schedule or attachment thereto and any modification thereof.

??Commercial laws?? means, (a) all applicable trade, export control, import and anti-boycott laws and regulations imposed, administered or enforced by the United States government, including the United States Government Control Act Exports of Arms (22 USC § 1778), the International Emergency Economic Powers Act (50 USC §§ 1701 ?? 1706), Section 999 of the Internal Revenue Code, the United States Customs Acts under Title 19 of the American Code, the Export Control Reform Act of 2018 (50 USC §§ 4801-4861), the International Traffic in Arms Regulations (22 CFR Parts 120 ?? 130), the Export Administration Regulations (15 CFR Parts 730-774), US customs regulations in 19 CFR Part 1, and foreign trade regulations (15 CFR part 30); and (b) all applicable trade, export control, import and anti-boycott laws and regulations imposed, administered or enforced by any other country, except to the extent that they are inconsistent with the law. the United States.

??Transaction documents?? means this Agreement, Registration Rights Agreement, Transition Services Agreement, Merger License Agreement, Cross Product Incentive Agreement, Cooperative Support Agreement, subcontracting services agreement, SSBT production and support agreement, property separation agreements and all other agreements, certificates and instruments signed and issued by the Buyer or Parent in connection with the Transactions and specifically contemplated by this Agreement.

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