Disaffiliation Tax Sharing Agreement Sample Clauses

Disaffiliation Tax Sharing Agreement. The Disaffiliation Tax Sharing Agreement shall be assumed by WGI and remain the valid obligation of WGI, Raytheon and RECI. As contemplated by Article 3 of the Disaffiliation Tax Sharing Agreement, (a) Raytheon and WGI will designate appropriate representatives to meet and confer by not later than March 15, 2002, with respect to outstanding claims for Taxes (as defined in the Disaffiliation Tax Sharing Agreement) and other items provided for under that Agreement for which either Raytheon or WGI is or may be responsible under the Disaffiliation Tax Sharing Agreement and refunds for Taxes that either of them is entitled to under that Agreement, and amounts due shall be agreed upon and paid by not later than May 31, 2002, and, if no agreement on amounts can be reached, such amounts shall be determined and paid as ordered by a court of competent jurisdiction, with all costs to be borne by the non-prevailing party as determined by that court, (b) WGI will, within thirty (30) days of the effective date of the Confirmation Order, notify Raytheon, in the manner provided in the Disaffiliation Tax Sharing Agreement, of all proofs of claim relating to Taxes and all Taxes listed in the schedules to the Plan or filed in the Bankruptcy Case or for which WGI intends to assert its indemnification rights under the Disaffiliation Tax Sharing Agreement, (c) Raytheon will have the right to object to any or all of such claims in the Bankruptcy Case or to direct WGI to make such objection, (d) Raytheon will have the right to negotiate, compromise and settle any or all of such claims (or to direct WGI to control the proceedings with respect to such claims) as and to the extent provided in Article 3 of the Disaffiliation Tax Sharing Agreement and (e) WGI's failure to perform its obligation under subsection (b) of this Section 8.2, shall excuse Raytheon from its indemnification obligations under the Disaffiliation Tax Sharing Agreement with respect to the affected Taxes to the extent that such failure affects the rights of Raytheon with respect to such Taxes. Except as specifically modified or supplemented by this Section 8.2, the Disaffiliation Tax Sharing Agreement shall remain in full force and effect and shall exclusively govern all matters that are the subject thereof.
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Disaffiliation Tax Sharing Agreement. II. WGI Executory Contracts with Raytheon Company (As listed In Schedule G to WGI Plan) that Are Being Assumed ------------------------------------------------------------------------------------- CONTRACT PARTY CONTRACT DATE ------------------------------------------------------------------------------------- RAYTHEON COMPANY EGYPTIAL SPARROW SUPPORT 10/26/1998 ------------------------------------------------------------------------------------- RAYTHEON COMPANY FRD PREPARATION - X BAND RADAR (XBR) 10/5/1998 PROGRAM ------------------------------------------------------------------------------------- RAYTHEON COMPANY CONTRACT NO. 23298 GIST BROCADES NOBLA PHARMACEUTICAL PLANT ------------------------------------------------------------------------------------- RAYTHEON COMPANY CONTRACT NO. 23550 23550 XXXXXX & NARVER/RAYTHEON JV ------------------------------------------------------------------------------------- RAYTHEON SERVICE COMPANY XXXXXX-O&M SUPPORT SERVICES SECONDED SERVICES ------------------------------------------------------------------------------------- RAYTHEON SUPPORT ENVIRONMENTAL SUPPORT FOR TSSC PROGRAM 10/19/1998 SERVICES COMPANY ------------------------------------------------------------------------------------- RAYTHEON SYSTEMS COMPANY SITE SURVEY LOGISTICS SUPT FACIL 4/10/2000 RUSSIAN SRDP ------------------------------------------------------------------------------------- RAYTHEON SYSTEMS COMPANY UEWR - PROPOSAL EFFORT 3/8/1999 ------------------------------------------------------------------------------------- RAYTHEON SYSTEMS COMPANY TACTICAL WEATHER RADAR SITE SURVEY 2/7/2000 ------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- RAYTHEON SYSTEMS COMPANY RTSC POLAR SERVICES --------------------------------------------------------------------------------
Sample 1

Related to Disaffiliation Tax Sharing Agreement

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

  • Sole Tax Sharing Agreement Except for this Agreement, the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, the Acquiror Group or the JV Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group, the Acquiror Group, the JV Group or the Parent Group shall have any further rights or liabilities thereunder, and, except for the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group, the Acquiror Group or the JV Group, on the one hand, and the members of the Parent Group, on the other hand.

  • 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.

  • 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.

  • 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.

  • Tax Sharing Any and all existing Tax Sharing Agreements between any Purchased Subsidiary and any member of a Seller Group shall be terminated prior to the Closing Date. After such date none of the Purchased Subsidiaries, Seller or any Affiliate of Seller shall have any further rights or liabilities thereunder.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • DAC TAX AGREEMENT 1. The Reinsured and the Reinsurer, herein collectively called the "Parties", or singularly the "Party", hereby enter into an election under Treasury Regulations Section 1.848-2(g) (8) as promulgated under the Internal Revenue Code, as found in Title 26 of the United States Code, hereinafter referred to as the Regulations and the IRC. Both parties agree to make the election contemplated by this Section 14 by timely attaching to their U.S. tax returns the schedule contemplated by Section 1.848-2(g)(8)(ii) of the Regulations. Furthermore, the parties agree to the following:

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

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