First Party Responsible. The first party to act or fail to act in a manner that results in the imposition of Distribution Taxes shall be liable for one hundred percent (100%) of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b), as applicable; provided, that if such first party is able to act, and does act, in a manner that results in Distribution Taxes not being imposed, then such first party shall not be liable for any Distribution Taxes imposed as a result of any act or omission by the other party subsequent to the first party’s action or omission.
Appears in 3 contracts
Samples: Tax Sharing Agreement (A & B II, Inc.), Tax Sharing Agreement (Alexander & Baldwin Inc), Tax Sharing Agreement (A & B II, Inc.)
First Party Responsible. The first party to act or fail to act in a manner that results in the imposition of Distribution Taxes shall be liable for one hundred percent (100%) of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b), as applicable; provided, provided that if such first party is able to act, and does act, in a manner that results in Distribution Taxes not being imposed, then such first party shall not be liable for any Distribution Taxes imposed as a result of any act or omission by the other party subsequent to the first party’s action or omission.
Appears in 2 contracts
Samples: Tax Sharing Agreement (FTD Companies, Inc.), Tax Sharing Agreement (United Online Inc)
First Party Responsible. The first party to act or fail to act in a manner that results in the imposition of Distribution Taxes shall be liable for one hundred percent (100%) of such Distribution Taxes pursuant to Section 4.1(a) or 4.1(b), as applicable; provided, provided that if such first party is able to act, and does act, in a manner that results in Distribution Taxes not being imposed, then such first party shall not be liable for any Distribution Taxes imposed as a result of any act or omission by the other party subsequent to the first party’s 's action or omission.
Appears in 2 contracts
Samples: Sharing Agreement (FTD Companies, Inc.), Sharing Agreement (FTD Companies, Inc.)
First Party Responsible. The first party to act or fail to act in a manner that results in the imposition of Distribution Taxes shall be liable for one hundred percent (100%) of such Distribution Taxes pursuant to Section 4.1(a3.1(a) or 4.1(b3.1(b), as applicable; providedPROVIDED, that if such first party is able to act, and does act, in a manner that results in Distribution Taxes not being imposed, then such first party shall not be liable for any Distribution Taxes imposed as a result of any act or omission by the other party subsequent to the first party’s 's action or omission.
Appears in 1 contract
Samples: Tax Sharing Agreement (Coach Inc)
