Foreign Income Taxes. Except as provided in Section 2.5, liability for Foreign Income Taxes shall be allocated as follows:
Foreign Income Taxes. Except as otherwise provided in Section 2.08:
(a) EQT shall be responsible for any and all Foreign Income Taxes due with respect to, or required to be reported on, any EQT Foreign Combined Income Tax Return or any EQT Separate Return; and
(b) SpinCo shall be responsible for any and all Foreign Income Taxes due with respect to, or required to be reported on, any SpinCo Separate Return.
Foreign Income Taxes. Except as provided in Section 2.6, the responsibility for Foreign Income Taxes, including any adjustment to such Foreign Income Taxes as a result of a Final Determination, that are imposed on or are attributable to any Cal Dive Group Member shall be allocated between Parent and Cal Dive as follows:
Foreign Income Taxes. Except as otherwise provided in this Agreement:
(i) Conexant shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Foreign Income Tax liability for (A) all members of the Conexant/Washington Tax Group for any Pre-Distribution Taxable Period or Straddle Period (other than any entity set forth on Schedule 2.01(c) attached hereto) and (B) any member of the Conexant Tax Group for any Post-Distribution Taxable Period; provided, however, that Alpha, on behalf of the Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least five days prior to the date payment (including estimated payment) thereof is due, the portion of such Foreign Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates to a member of the Washington Tax Group or its business, assets or activities; and
(ii) Alpha shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Foreign Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for any entity set forth on Schedule 2.01(c) attached hereto.
Foreign Income Taxes. Except as otherwise provided in this Agreement:
(i) EnPro shall pay or cause to be paid, on a timely basis, all Foreign Income Taxes due with respect to the Foreign Income Tax liability of all members of the EnPro Tax Group for all Pre-Distribution Taxable Periods and all Straddle Periods; provided, however, that Goodrich hereby agrees to pay directly to or at the direcxxxx xx EnPro, at least two day prior to the date payment (including estimated payment) thereof is due, the portion of such Foreign Income Taxes imposed in connection with the transactions contemplated by the Transaction Agreements or any other agreement entered into for the purpose of implementing the Distribution.
(ii) Goodrich shall pay or cause to be paid, on a timely basis, xxx Xxreign Income Taxes due with respect to the Foreign Income Tax liability of all members of the Goodrich Tax Group for all Pre-Distribution Taxable Perioxx xxx Xtraddle Periods.
Foreign Income Taxes. Except as provided in Section 2.6, the responsibility for Foreign Income Taxes that are imposed on or are attributable to any Group Member shall be allocated between Distributing and Controlled as follows:
Foreign Income Taxes. Except as otherwise provided in this Agreement:
(i) Rockwell Collxxx xxxll pay or cause to be paid, on a timely basis, all Foreign Income Taxes due with respect to the Foreign Income Tax liability for all Pre-Distribution Taxable Periods and all Straddle Periods which relate to the entities set forth on Schedule 2.01(c) attached hereto; and
(ii) Except as provided in Section 2.02(c)(i) above, Rockwell shall pay or cause to be paid, on a timely basis, all Foreign Income Taxes due with respect to the Foreign Income Tax liability of all members of the Rockwell Collxxx Xxx Group or Rockwell Tax Group for all Pre-Distribution Taxable Periods and Straddle Periods, provided, however, that Rockwell Collxxx, xx behalf of the Rockwell Collxxx Xxx Group, hereby assumes and agrees to pay directly to or at the direction of Rockwell, at least two days prior to the date payment (including estimated payment) thereof is due the portion of such Foreign Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date which relates to a member of the Rockwell Collxxx Xxx Group or its business, assets or activities.
Foreign Income Taxes. All payments to be made hereunder by a Guarantor shall be made free and clear of any deduction or withholding for any present or future taxes or similar charges imposed by any country (or any political subdivision or taxing authority thereof or therein) other than the United States of America (such non-excluded taxes being called "Foreign Taxes"). If any Foreign Taxes are imposed and required to be withheld from any payment hereunder, the Guarantor shall (a) increase the amount of such payment so that the Beneficiaries will receive a net amount (after deduction of all Foreign Taxes) equal to the amount due hereunder, (b) pay such Foreign Taxes to the appropriate taxing authority for the account of the Beneficiaries, and (c) as PARENT GUARANTY (US$1,100,000,000 CREDIT AGREEMENT) promptly as possible thereafter send the Guaranteed Party an original receipt (or a copy thereof that has been stamped by the appropriate taxing authority to certify payment) showing payment thereof, together with such additional documentary evidence as the Beneficiaries may from time to time require. If a Guarantor fails to perform its obligations under parts (b) or (c) of the preceding sentence, such Guarantor shall indemnify the Beneficiaries for any incremental taxes, interest or penalties that may become payable by the Beneficiaries as a consequence of such failure.
Foreign Income Taxes. TCI shall prepare and file or shall cause --------------------- to be filed all foreign income or franchise Tax Returns which are required to be filed for all members of the TCI Group and each member of the TCI Group will pay all Taxes shown as due on any such Tax Return that is thus prepared and filed on its behalf. Each Subgroup Member shall bear the costs of preparing and filing such Tax Returns on its behalf in accordance with TCI's policy for allocating corporate general and administrative costs.
Foreign Income Taxes. Except as otherwise provided in this Agreement:
(i) Conexant shall pay or cause to be paid, on a timely basis, all Foreign Income Taxes due with respect to Foreign Income Tax liability for all Pre-Distribution Taxable Periods and all Straddle Periods which relate to the entities set forth on Schedule 2.01(c) attached hereto, provided, however, Rockwell, on behalf of the Rockwell Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least two days prior to the date payment (including estimated payment) thereof is due such Foreign Income Tax liability resulting from any Distribution Transaction; and
(ii) Except as provided in Section 2.02(c)(i) above, Rockwell shall pay or cause to be paid, on a timely basis, all Foreign Income Taxes due with respect to the Income Tax liability of all members of the Conexant Tax Group or Rockwell Tax Group for all Pre-Distribution Taxable Periods and Straddle Periods, provided, however, that Conexant, on behalf of the Conexant Tax Group, hereby assumes and agrees to pay directly to or at the direction of Rockwell, at least two days prior to the date payment (including estimated payment) thereof is due (A) the portion of such Foreign Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date which relates to a member of the Conexant Tax Group or its business, assets or activities and (B) any such Foreign Income Taxes which may be due as a result of any transaction specified on Schedule 1.01.
