Certain Transaction and Other Taxes. (a) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for: (i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) Any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and (iii) Any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Servicemaster Global Holdings Inc), Tax Matters Agreement (Frontdoor, Inc.)
Certain Transaction and Other Taxes. (a) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:
(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;
(ii) Any any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) Any any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement7.05.
Appears in 4 contracts
Samples: Tax Matters Agreement (Vestis Corp), Tax Matters Agreement (Aramark), Tax Matters Agreement (Vestis Corp)
Certain Transaction and Other Taxes. (a) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent EQT Group from and against any liability for:
(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Separation Transactions;
(ii) Any any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, Agreement or any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) Any any Distribution Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement7.05.
Appears in 1 contract
Samples: Tax Matters Agreement
