Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement: (a) Any and all Deconsolidation Taxes shall be borne by LGL. (b) Mtron shall indemnify and hold harmless each LGL Indemnified Party from and against any liability of LGL for Distribution Taxes to the extent such Distribution Taxes are attributable to an Mtron Tainting Act, provided, however, that Mtron shall have no obligation to indemnify any LGL Indemnified Party hereunder if there has occurred, prior to such Mtron Tainting Act, a LGL Tainting Act. (c) LGL shall indemnify and hold harmless each Mtron Indemnified Party from and against any liability of Mtron for Distribution Taxes to the extent that Mtron is not liable for such Taxes pursuant to Section 2.2(b). (d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to LGL.
Appears in 5 contracts
Samples: Tax Indemnity and Sharing Agreement (M-Tron Industries, Inc.), Tax Indemnity and Sharing Agreement (M-Tron Industries, Inc.), Tax Indemnity and Sharing Agreement (M-Tron Industries, Inc.)
Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement:
(a) Any and all Deconsolidation Taxes shall be borne by LGLGAMCO.
(b) Mtron ACG shall indemnify and hold harmless each LGL GAMCO Indemnified Party from and against any liability of LGL GAMCO for Distribution Taxes to the extent such Distribution Taxes are attributable to an Mtron ACG Tainting Act, provided, however, that Mtron ACG shall have no obligation to indemnify any LGL GAMCO Indemnified Party hereunder if there has occurred, prior to such Mtron ACG Tainting Act, a LGL GAMCO Tainting Act.
(c) LGL GAMCO shall indemnify and hold harmless each Mtron ACG Indemnified Party from and against any liability of Mtron ACG for Distribution Taxes to the extent that Mtron ACG is not liable for such Taxes pursuant to Section 2.2(b).
(d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to LGLGAMCO.
Appears in 3 contracts
Samples: Tax Indemnity and Sharing Agreement (Associated Capital Group, Inc.), Tax Indemnity and Sharing Agreement (Gamco Investors, Inc. Et Al), Tax Indemnity and Sharing Agreement (Associated Capital Group, Inc.)
Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement:
(a) Any and all Deconsolidation Taxes shall be borne by LGLCablevision.
(b) Mtron AMC shall indemnify and hold harmless each LGL Cablevision Indemnified Party from and against any liability of LGL Cablevision for Distribution Taxes to the extent such Distribution Taxes are attributable to an Mtron AMC Tainting Act, provided, however, that Mtron AMC shall have no obligation to indemnify any LGL Cablevision Indemnified Party hereunder if there has occurred, prior to such Mtron AMC Tainting Act, a LGL Cablevision Tainting Act.
(c) LGL Cablevision shall indemnify and hold harmless each Mtron AMC Indemnified Party from and against any liability of Mtron AMC for Distribution Taxes to the extent that Mtron AMC is not liable for such Taxes pursuant to Section 2.2(b).
(d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to LGLCablevision.
Appears in 3 contracts
Samples: Tax Disaffiliation Agreement (AMC Networks Inc.), Tax Disaffiliation Agreement (Cablevision Systems Corp /Ny), Tax Disaffiliation Agreement (AMC Networks Inc.)
Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement:
(a) Any and all Deconsolidation Taxes shall be borne by LGLCablevision.
(b) Mtron MSG shall indemnify and hold harmless each LGL Cablevision Indemnified Party from and against any liability of LGL Cablevision for Distribution Taxes to the extent such Distribution Taxes are attributable to an Mtron MSG Tainting Act, provided, however, that Mtron MSG shall have no obligation to indemnify any LGL Cablevision Indemnified Party hereunder if there has occurred, prior to such Mtron MSG Tainting Act, a LGL Cablevision Tainting Act.
(c) LGL Cablevision shall indemnify and hold harmless each Mtron MSG Indemnified Party from and against any liability of Mtron MSG for Distribution Taxes to the extent that Mtron MSG is not liable for such Taxes pursuant to Section 2.2(b).
(d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to LGLCablevision.
Appears in 2 contracts
Samples: Tax Disaffiliation Agreement (Cablevision Systems Corp /Ny), Tax Disaffiliation Agreement (Madison Square Garden, Inc.)
