Certain Tax Sharing Obligations and Prior Agreements Sample Clauses

Certain Tax Sharing Obligations and Prior Agreements. (a) Except as provided in Section 2.3(b)(ii) hereof, Torchmark shall be liable for and shall hold each member of the WRFI Group harmless on an after tax basis against (i) any liability attributable to any member of the Retained Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, including any such Tax liability asserted against any member of the WRFI Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to the WRAMCO Spinoff or with respect to any of the Intended Transactions (including all Intended Tax Results). Torchmark shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which Torchmark has liability hereunder. (b) WRFI shall be liable for and shall hold each member of the Retained Group harmless on an after tax basis against (i) except as provided in Sections 2.3(a)(ii) and 2.8 hereof, any liability attributable to any member of the WRFI Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to any of the Intended Transactions or the WRAMCO Spinoff caused by or resulting directly or indirectly from the breach (including inconsistent actions or positions, other than actions or positions referred to by the registration statement prepared in connection with the Offering), subsequent to the date of this Agreement, by any member of the WRFI Group of any of the agreements set forth in section 2.3(c) hereof, or of any of the representations, warranties or agreements of any member of the Torchmark Group set forth in the private letter ruling requests and supplemental submissions filed or to be filed with the Internal Revenue Service with respect to any of the Intended Transactions, but only to the extent the Retained Group in the aggregate is liable for more Taxes with respect to the Intended Transactions and the WRAMCO Spinoff than they would have been had such breach not occurred. WRFI shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period f...
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Certain Tax Sharing Obligations and Prior Agreements. (a) Spinco shall be liable for and shall hold the Company Group harmless against any liability attributable to Spinco or to any Subsidiary that is a member of the Spinco Group for Taxes, regardless of whether attributable to a Period Before Distribution or a Period After Distribution, including any liability asserted against any member of the Company Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, in respect of Taxes of any member of the Spinco Group. Spinco shall be entitled to any refund or credit of Taxes for any period that is attributable to losses, deductions, credits, adjustments to income or other tax attributes of the Spinco Group. Refunds or credits of Taxes generated by losses, deductions, credits, adjustments to income or other tax attributes of the Company Group shall not be treated as attributable to the Spinco Group, even where such losses, deductions, credits, adjustments to income or other tax attributes are used to offset income or Tax liability of the Spinco Group. Any liability for Taxes or right to a refund under this Section 2.3(a) shall be measured in accordance with the methods contained in the Tax Sharing Agreements as implemented by the Company and Spinco prior to the date hereof. (b) Company shall be liable for and shall hold the Spinco Group harmless against (i) any liability attributable to Company or to any Subsidiary that is a member of the Company Group for Taxes, regardless of whether attributable to a Period Before Distribution or a Period After Distribution, including any liability asserted against any member of the Spinco Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, in respect of Taxes of any member of the Company Group and (ii) any Tax liability for gain required to be recognized by the Company as a result of the Distribution of the Spinco stock failing to qualify under Section 355 of the Code, other than a Tax liability resulting from the breach by Spinco of a representation contained in Section 2.4(c)(i) of this Agreement. Company shall be entitled to any refund of Taxes for any period that is attributable to losses, deductions, credits, adjustments to income or other...
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Certain Tax Sharing Obligations and Prior Agreements 
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Related to Certain Tax Sharing Obligations and Prior Agreements

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

  • Effect on Prior Agreements Except for amendments to this Agreement, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Existence and Amounts of Liens and Obligations Whenever a Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Senior Secured Obligations (or the existence of any commitment to extend credit that would constitute Senior Secured Obligations) or Junior Secured Obligations, or the existence of any Lien securing any such obligations, or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Representative shall be entitled to make any such determination by such method as it may, in the exercise its good faith judgment, determine, including by reliance upon a certificate of the Company. Each Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company or any of its subsidiaries, any Secured Party or any other person as a result of such determination.

  • DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 11, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 11, 2003 between Borrower and Bank, as amended from time to time (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

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