![]() The court agreed with Hughes India that under the plain terms of the Agreement, the license fees are Taxes, and the Provisional License Fee Assessment (the “Provisional Assessment”) issued by the DOT initiated a Proceeding against Hughes India. The Second Circuit vacated the district court’s judgment and remanded the case to the district court for further proceedings. ![]() The district court granted summary judgment for DirecTV, concluding that the license fees were not subject to indemnification because they were neither Taxes nor the result of Proceedings against Hughes India as defined by the Agreement. Hughes India sought a declaration that DirecTV must indemnify it for unpaid license fees, interest, and penalties imposed by India’s Department of Telecommunications (the “DOT”). The Agreement requires DirecTV to indemnify Hughes India for certain contractually defined “Taxes” that accrued before the closing of the spin-off transaction and “Proceedings” that were initiated prior to the closing date. The case arises out of an asset purchase agreement in which DirecTV spun off fourteen subsidiaries, including Hughes India (the “Agreement”). Plaintiff Hughes Communications India Private Limited (“Hughes India”) appealed from a district court judgment dismissing its indemnification claims against The DirecTV Group, Inc. ![]()
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