Gain Recognition Agreements. SpinCo will not take any action (including the sale or disposition of any stock, securities or other assets), or permit its Affiliates to take any such action, and SpinCo will not fail to take any action, or permit its Affiliates to fail to take any action, that would cause Parent or any of its Affiliates or SpinCo or any of its Affiliates to recognize gain under any Gain Recognition Agreement.
Gain Recognition Agreements. Each SpinCo shall, and shall cause its applicable domestic subsidiaries to, enter into a new “gain recognition agreement” within the meaning of Treasury Regulations Section 1.367(a)-8(b)(1)(iv) and (c)(5) with respect to each of the transfers notified in writing by UTC to such SpinCo within 180 days following the relevant Distribution Date in order to avoid the occurrence of any “triggering event” within the meaning of Treasury Regulations Section 1.367(a)-8(j) that would otherwise occur as a result of the Transactions.
Gain Recognition Agreements. (a) In the event that the Cognizant Group transfers, liquidates or otherwise disposes of the stock or assets of any entity listed on Schedule 3.4(a) and such transfer, liquidation or disposition results in the D&B Group recognizing gain pursuant to a gain recognition agreement under Section 367(a) of the Code, then Cognizant shall be liable for any resulting Taxes, including interest, that any member of the D&B Group is required to pay.
(b) In the event that the ACNielsen Group transfers, liquidates or otherwise disposes of the stock or assets of any entity listed on Schedule 3.4(b) and such transfer, liquidation or disposition results in the D&B Group recognizing gain pursuant to a gain recognition agreement under Section 367(a) of the Code, then ACNielsen shall be liable for any resulting Taxes, including interest, that any member of the D&B Group is required to pay.
Gain Recognition Agreements. Zoetis shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the Zoetis Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the Zoetis Group to fail to take any action, in each case that would cause Pfizer or any member of the Pfizer Group to recognize gain under any Gain Recognition Agreement. In addition, Zoetis shall file, and shall cause any member of the Zoetis Group to file, any Gain Recognition Agreement reasonably requested by Pfizer which Gain Recognition Agreement is determined by Pfizer to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid Pfizer or any member of the Pfizer Group recognizing gain under any Gain Recognition Agreement.
Gain Recognition Agreements. Fortrea shall timely enter into, and comply (and cause its Affiliates to comply) in all respects with the terms of, one or more new “gain recognition agreements” within the meaning of Treasury Regulations Section 1.367(a)-8(b)(1)(iv) and (c)(5) as necessary to avoid the occurrence of any “triggering event” within the meaning of Treasury Regulations Section 1.367(a)-8(j) that is attributable to the Transactions, provided, that (a) Labcorp, in its sole and absolute discretion, shall determine each new gain recognition agreement required to be entered into by Fortrea under this Section 4.04 and shall approve the contents of each such gain recognition agreement prior to its filing with the IRS, and (b) pursuant to Treasury Regulations Section 1.367(a)-8(b)(1)(xvii), Fortrea shall designate Fortrea Inc. (a Maryland corporation) as the “U.S. transferor” in each such gain recognition agreement.
Gain Recognition Agreements. The Company is not a party to a gain recognition agreement under Section 367 of the Code.
Gain Recognition Agreements. Chemours shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the Chemours Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the Chemours Group to fail to take any action, in each case that would cause DuPont or any member of the DuPont Group to recognize gain under any Gain Recognition Agreement. In addition, Chemours shall file, and shall cause any member of the Chemours Group to file, any Gain Recognition Agreement reasonably requested by DuPont which Gain Recognition Agreement is determined by DuPont to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid DuPont or any member of the DuPont Group recognizing gain under any Gain Recognition Agreement.
Gain Recognition Agreements. If the Remainco Group has entered into any gain recognition agreements (“GRAs”) within the meaning of Reg. §1.367(a)-8 under which the Distribution would otherwise result in the recognition of gain but for this Section 3.05, New News Corporation or the relevant member of the New News Corporation Group shall take any action necessary to avoid triggering gain with respect to such GRAs, including entering into successor GRAs and making additional certifications as prescribed by the Regulations. Any Taxes resulting from the failure by New News Corporation to comply with its obligations under this Section 3.05 or a subsequent trigger of a GRA of the Remainco Consolidated Group shall be borne by New News Corporation.
Gain Recognition Agreements. (a) Notwithstanding Sections 2.1 and 2.3 of this Agreement, New D&B shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the New D&B Group, and the Corporation shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the Moody's Group. Such documentation shall be provided to the Party filing the relevant Tax Return at least 30 days prior to the date on which such Tax Return is due (including extensions), and the Party filing such Tax Return shall be obligated to file such documentation with the appropriate Tax Return.
(b) In the event that any member of the Moody's Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member of the New D&B Group recognizing gain pursuant to such gain recognition agreement, then the Corporation shall be liable for any resulting Taxes that any member of the New D&B Group is required to pay. In the event that any member of the New D&B Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member of
Gain Recognition Agreements. Prior to any event that may result in recognition or recapture of income (including under any Gain Recognition Agreement) by Trinity or any member of the Trinity Group, Arcosa shall use (and shall cause the members of the Arcosa Group to use) all commercially reasonable efforts to eliminate such gain recognition or recapture of income or otherwise avoid or minimize the impact thereof to the Trinity Group, including by the execution of a Gain Recognition Agreement.
