Distributing Liability. Distributing shall be liable for, and shall indemnify and hold harmless the SpinCo 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 Distributing Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; and (ii) any Tax resulting from a breach by Distributing of any covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement. in the case of each of (i) and (ii), such amounts to be calculated on the basis that SpinCo is a SpinCo Full Taxpayer.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)
Distributing Liability. Distributing shall be liable for, and shall indemnify and hold harmless the SpinCo 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 Distributing Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; and
(ii) any Tax resulting from a breach by Distributing of any covenant in this Agreement, the Master Separation and Distribution Agreement or any Ancillary Agreement. in the case of each of (i) and (ii), such amounts to be calculated on the basis that SpinCo is a SpinCo Full Taxpayer.
Appears in 2 contracts
Samples: Tax Sharing Agreement (SunCoke Energy, Inc.), Tax Sharing Agreement (SunCoke Energy, Inc.)
