Allocation of Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows: (a) LGL shall be liable for and shall be allocated (i) any Taxes attributable to members of the LGL Group for all periods, and (ii) any Covered Income Taxes attributable to members of the Mtron Group for a Pre-Distribution Period. (b) Mtron shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the Mtron Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the Mtron Group for any Post-Distribution Period. (c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
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 Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:
(a) LGL GAMCO shall be liable for and shall be allocated (i) any Taxes attributable to members of the LGL GAMCO Group for all periods, and (ii) any Covered Income Taxes attributable to members of the Mtron ACG Group for a Pre-Distribution Period.
(b) Mtron ACG shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the Mtron ACG Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the Mtron ACG Group for any Post-Distribution Period.
(c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron ACG Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron ACG Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
Appears in 3 contracts
Samples: Tax Indemnity and Sharing Agreement (Gamco Investors, Inc. Et Al), Tax Indemnity and Sharing Agreement (Associated Capital Group, Inc.), Tax Indemnity and Sharing Agreement (Associated Capital Group, Inc.)
Allocation of Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:
(a) LGL Cablevision shall be liable for and shall be allocated (i) any Taxes attributable to members of the LGL Cablevision Group for all periods, and (ii) any Covered Income Taxes attributable to members of the Mtron AMC Group for a Pre-Distribution Period, and (iii) for the avoidance of doubt, any MSG Taxes.
(b) Mtron AMC shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the Mtron AMC Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the Mtron AMC Group for any Post-Distribution Period.
(c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron AMC Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron AMC Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
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 Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:
(a) LGL Cablevision shall be liable for and shall be allocated (i) any Taxes attributable to members of the LGL Cablevision Group for all periods, and (ii) any Covered Income Taxes attributable to members of the Mtron MSG Group for a Pre-Distribution Period.
(b) Mtron MSG shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the Mtron MSG Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the Mtron MSG Group for any Post-Distribution Period.
(c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron MSG Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Mtron MSG Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
Appears in 2 contracts
Samples: Tax Disaffiliation Agreement (Cablevision Systems Corp /Ny), Tax Disaffiliation Agreement (Madison Square Garden, Inc.)
