Distribution Taxes. If any Parent Tax Proceeding relating to Distribution Taxes is reasonably likely to give rise to an indemnity obligation of the Acquiror as successor to SpinCo or the JV Group under Section 12 hereof, Acquiror and Parent shall exercise joint control over the disposition of such Parent Tax Proceeding (and, for the avoidance of doubt, shall keep each other informed of all material developments with respect to such Parent Tax Proceeding to the extent the other party is not otherwise informed thereof). Parent shall otherwise have the right to elect to control any Parent Tax Proceeding relating to Distribution Taxes; provided that Parent shall keep Acquiror informed of all material developments.
Distribution Taxes. GLPI shall be liable for the excess of (a) the amount of any Income Taxes imposed on any member of the OpCo Group or the Pinnacle Group with respect to Pre-Closing Periods beginning on or after January 1, 2015, or the portion of any Straddle Period ending on or before the Closing Date, over (b) the amount of such Income Taxes that would have been imposed with respect to such Pre-Closing Periods (or the portion of any Straddle Period ending on or before the Closing Date), determined as if the Transactions had not occurred (but such Pre-Closing Periods otherwise ended on the date such Pre-Closing Periods actually ended); provided, however, that notwithstanding anything to the contrary contained herein, the aggregate amount of Taxes for which GLPI is liable pursuant to this Section 2.03 shall not exceed the aggregate amount of Income Taxes for which GLPI would have been liable pursuant to this Section 2.03 (without regard to this proviso) had the Assumptions been accurate in all respects. For purposes of this Section 2.03, in determining the limitation on GLPI’s liabilities hereunder, clause (iii) of the Assumptions shall be modified to factor in 50% of any utilization of or reduction in U.S. federal net operating loss carryforwards or general business tax credits of Pinnacle resulting from or attributable to either (i) the Section 481(a) Adjustments, or (ii) any Adjustment otherwise made that results in a change to the applicable recovery period of any of the Specified Assets to 39 years under Section 168(a) of the Code for Pre-Closing Periods or the portion of any Straddle Period ending on the Closing Date.
Distribution Taxes. (i) Donnelley Financial shall be liable for, shall be allocated, and shall indemnify and hold harmless each RRD Indemnified Party from and against any liability for Distribution Taxes to the extent such Distribution Taxes are attributable to a Donnelley Financial Restricted Action committed by Donnelley Financial, provided, however, that Donnelley Financial shall have no obligation to indemnify any RRD Indemnified Party hereunder if there has occurred, prior to such Donnelley Financial Restricted Action, a RRD Restricted Action and such Distribution Taxes are attributable to such RRD Restricted Action. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b)(i), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by RRD in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b)(i), and all reasonable costs and expenses associated with such payments.
(ii) RRD shall be liable for, shall be allocated, and shall indemnify and hold harmless each Donnelley Financial Indemnified Party from and against any liability of Donnelley Financial for Distribution Taxes to the extent that Donnelley Financial is not liable for such Taxes pursuant to Section 2.2(b)(i).
Distribution Taxes. Notwithstanding the other provisions of this Section 9.2, HoldCo shall be entitled to contest, compromise and settle any Tax Proceeding relating to the Intended Tax Treatment or that would otherwise give rise to Distribution Taxes; provided, that to the extent that any aspect of such Tax Proceeding (i) would reasonably be expected to materially adversely affect the Tax position of SpinCo or a SpinCo Entity, or (ii) SpinCo has previously acknowledged its potential liability under this Agreement for any Distribution Tax-Related Losses arising out of such Tax Proceeding in writing, HoldCo shall (A) keep SpinCo informed in a timely manner of the actions proposed to be taken by HoldCo with respect to such aspects of such Tax Proceeding, (B) permit SpinCo to participate (at SpinCo’s cost and expense) in such aspects of such Tax Proceeding, and (C) not settle any such aspect of such Tax Proceeding without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned.
Distribution Taxes. (a) Except as otherwise provided in this Section 3.02, Fortune agrees to indemnify, defend and hold harmless each member of the ACCO Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes. For purposes of this Agreement, in determining the amount of any such Distribution Taxes, any net operating losses of any member of the ACCO Tax Group which would otherwise have been taken into account in determining the amount of such liability shall be ignored.
(b) ACCO agrees to indemnify, defend and hold harmless each member of the Fortune Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from any ACCO Tax Act. For purposes of this Agreement, in determining the amount of any such Taxes resulting from an ACCO Tax Act for which ACCO shall be liable, any net operating losses of any member of the Fortune Tax Group which would otherwise be taken into account in determining the amount of such liability shall be ignored. An “ACCO Tax Act” shall be as specified on Schedule 3.02(b) attached hereto.
(c) ACCO shall, and shall cause each member of the ACCO Tax Group to, comply with and take no action inconsistent with the ACCO Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to Fortune or the advice of nationally recognized Tax counsel to Fortune, which advice shall be reasonably satisfactory to Fortune, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution to Fortune or the shareowners of Fortune. Notwithstanding Section 3.01(b)(iii), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(c) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(b).
(d) Fortune shall, and shall cause each member of the Fortune Tax Group to, comply with and take no action inconsistent with the Fortune Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to ACCO or the advice of nationally recognized Tax counsel to ACCO, which advice shall be reasonably satisfactory to ACCO, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution...
Distribution Taxes. The parties have set forth how certain Tax matters with respect to a Distribution would be handled in the event that a Distribution is pursued at some future time.
Distribution Taxes. Notwithstanding anything in this Section 3.1 to the contrary, and except as provided in Article IV, Xxxxxxx International and Xxxxxxx Electronics shall be liable (in accordance with their respective Sharing Percentages) for (i) any Taxes for a taxable period that begins before the Distribution Date imposed or incurred in connection with the Distribution, including (I) Taxes imposed as a result of the Distribution failing to qualify as tax-free under Code Section 355; (II) Taxes imposed as a result of the Xxxxxxx Electronics Common Shares failing to be treated as qualified property pursuant to Code Section 355(d) or 355(e); (III) Taxes imposed as a result of Xxxxxxx International or a Xxxxxxx International Subsidiary otherwise recognizing any gain in connection with the Distribution; (IV) Taxes imposed as a result of the recapture of any previously claimed Tax items in connection with the Distribution, (V) Taxes imposed as a result of any deferred intercompany item or excess loss account (or any similar item under state, local or foreign Tax law) being taken into account in connection with the Distribution pursuant to Code Section 1502 and the Treasury Regulations promulgated thereunder (or any similar provision of state, local or foreign Tax law); and (VI) any stamp, duty, transfer, sales and use or similar Taxes incurred in connection with the Distribution; and (ii) any out-of-pocket costs and expenses, including reasonable legal fees, incurred by either Xxxxxxx International’s Group or Xxxxxxx Electronics’ Group attributable to any of the items included within clause (i) above.
Distribution Taxes. 18 Section 3.03
Distribution Taxes. Notwithstanding any other provision in this Section 3, any Taxes for which RCPI is required to indemnify a member of the RGHL Group under Section 9(a)(iii) or (iv) shall be allocated to RCPI.
Distribution Taxes. Notwithstanding anything in this Section 2.1 to the contrary, and except as provided in Article IV, L-3 shall be liable for, and shall be entitled to any refunds of, any Income Taxes imposed or incurred as a result of (i) the Distribution failing to qualify under Section 355 of the Code, (ii) the stock of Spinco distributed in the Distribution failing to be treated as qualified property pursuant to Section 355(d) or 355(e) of the Code or (iii) L-3 otherwise recognizing any gain in connection with the Distribution (including, for the avoidance of doubt, the related internal transactions described in the Ruling).
