By Wendy’s Sample Clauses

By Wendy’s. If the Wendy’s Board, in its sole discretion, determines to make the Distribution: (i) Wendy’s covenants that it will execute the Tax Certificate attached hereto as Exhibit 6.02(b), and make such representations, warranties and covenants on behalf of Wendy’s and the Wendy’s Affiliates, as are reasonably necessary to (A) obtain Tax Opinion (or, in Wendy’s discretion, a Tax Ruling) that the Distribution will be described in Section 355 of the Code. (ii) Wendy’s agrees that it shall not take or omit to take, and shall not permit any of the Wendy’s Affiliates to take or omit to take, any action that will, or would reasonably be expected to, cause any written representation contained in the Tax Opinion, a Tax Certificate or, if applicable, the Tax Ruling, to be incorrect. (iii) Wendy’s agrees that it shall, and shall cause each Wendy’s Affiliate to prepare and file all Tax Returns on a basis consistent with the Tax Ruling and/or the Tax Opinion, except as otherwise required by a Final Determination; provided that, to the extent that the Tax Ruling and the Tax Opinion are inconsistent in any respect, such Tax Returns shall be prepared and filed on a basis consistent with the Tax Ruling. (iv) During the two-year period following the Distribution Date, Wendy’s will not cease to be engaged in the active trade or business relied upon for purposes of satisfying the requirements of Section 355(b) of the Code with respect to the Distribution.

By Wendy’s. Subject to Section 2.01(c) and Article, Wendy’s shall indemnify Txx Hortons, each Txx Hortons Affiliate, and their respective directors, officers and employees, and hold them harmless from and against, without duplication, (i) all Taxes and associated Losses for which Wendy’s is liable under this Agreement, (ii) all U.S. federal income Tax liability in excess of amounts that Txx Hortons or any Txx Hortons Affiliate is required to pay under this Agreement; provided that Txx Hortons shall have fully satisfied its obligations to Wendy’s under this Agreement, including under section 11.02(iii); and (iii) all Income Taxes for each Combined State for taxable years ending on or before January 1, 2006; provided that Txx Hortons shall have fully satisfied its obligations to Wendy’s under this Agreement with respect to the Txx Hortons Group State Tax Liability for all Combined States for all taxable years ending on or before January 1, 2006; and (iv) all Taxes and associated Losses, without duplication, that are attributable to a breach of any covenant or obligation of Wendy’s under this Agreement, other than under Section 6.02.