Gain Recognition Agreement Taxes Sample Clauses

Gain Recognition Agreement Taxes. Each member of the New Ashland Inc. Group shall comply with the terms of any Section 367 "gain recognition agreement" executed by a member of the Ashland Group during a Pre-Closing Period, including, without limitation, by including the gain, if any, required to be recognized pursuant to the terms of any such agreement (or by virtue of the application of any provision of Treasury Regulation Section 1.367(a)-8) and the payment of any Tax that is required to be paid pursuant to Treasury Regulation Section 1.367(a)-8(b)(3). If a Tax Authority determines that any member of the Ashland Group or the New Ashland Inc. Group has failed to comply with the terms of any such agreement or any provision of Treasury Regulation Section 1.367(a)-8, the New Ashland Inc. Group shall be liable for any resulting liability for Taxes and each member of the New Ashland Inc. Group shall indemnify each member of the Marathon Group against any such Tax liability.
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Gain Recognition Agreement Taxes. In the event that any Taxes become due and payable to a Taxing Authority with respect to the GRAs listed in Schedule 6.1 or any related new or amended GRAs, then, notwithstanding anything to the contrary in this Agreement:
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Gain Recognition Agreement Taxes. If a Taxing --------------------------------- Authority determines that any member of the Xxxx Group or Arch Group has failed to comply with the terms of any Code Section 367 "gain recognition agreement" executed by a member of the Xxxx Group during a Pre-Distribution Period, and such non-compliance is attributable to any action or omission by a member of the Arch Group or any other affiliate of Arch after the Distribution, the Arch Group shall be liable for any resulting Tax liability (such liability, a "GRA Tax Liability").
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Gain Recognition Agreement Taxes. Each member of the Txx Hortons Group shall comply with the terms of any Section 367 gain recognition agreement executed by a member of the Wendy’s Group during an Affiliation Year that relates in whole or substantial part to a member of the Txx Hortons Group, including by including the gain, if any, required to be recognized pursuant to the terms of any such agreement (or by virtue of the application of any provision of Treasury Regulation Section 1.367(a)-8) and the payment of any Tax that is required to be paid pursuant to Treasury Regulation Section 1.367(a)-8(b)(3). If a Tax Authority determines that any member of the Wendy’s Group or the Txx Hortons Group has failed to comply with the terms of any such agreement or any provision of Treasury Regulation Section 1.367(a)-8, the Txx Hortons Group shall be liable for any resulting liability for Taxes and each member of the Txx Hortons Group shall indemnify each member of the Wendy’s Group against any such Tax liability.
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Gain Recognition Agreement Taxes. If a Taxing Authority determines that any member of the USI Subgroup or the LCA Subgroup has failed to comply with the terms of any Code Section 367 "gain recognition agreement" executed by a member of the USI Subgroup for any tax period before the Distribution and any "gain recognition agreement" entered into with respect to the Corporate Restructuring Transactions or the Distribution, and such non-compliance is attributable to any action or omission by a member of the LCA Subgroup or any other affiliate of LCA after the Distribution, the LCA Subgroup shall be liable for any resulting Tax (such liability, a "GRA Tax Liability") and the LCA Subgroup shall indemnify and hold harmless the USI Subgroup with respect thereto.
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Gain Recognition Agreement Taxes. If a Tax Authority -------------------------------- determines that any member of the Hewlett-Packard Group has failed to comply with the terms of any Gain Recognition Agreement executed by a member of the Hewlett-Packard Group during a Pre-Separation Period, and such non- compliance is attributable to any action or omission by a member of the Agilent Group after the Distribution Date, the Agilent Group shall indemnify and hold harmless the Hewlett-Packard Group for any Tax Detriment arising therefrom.
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Related to Gain Recognition Agreement Taxes

  • 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 Agreement It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • 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.

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • 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.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

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