Common use of Newco Tax Liability Clause in Contracts

Newco Tax Liability. Except as provided in Section 3(a)(i) and Section 3(c), Newco shall be liable for: (A) all Taxes reported, or required to be reported, on any Pre-Closing Emerson Combined Tax Return to the extent any such Pre-Closing Emerson Combined Tax Return includes any Tax Items required to be paid by or with respect to any Emerson Contributed Subsidiary or the Echo Business attributable to any Post-Closing Period, as determined in accordance with Section 3(b); (B) all Taxes reported, or required to be reported, on any Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return; and (C) all Taxes attributable to any Emerson Contributed Subsidiary or a Deferred Busines that is not required to be reported on a Tax Return.

Appears in 3 contracts

Samples: Transaction Agreement and Plan of Merger (Emerson Electric Co), Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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Newco Tax Liability. Except as provided in Section 3(a)(i) and Section 3(c), Newco shall be liable for: : (A) all Taxes reported, or required to be reported, on any Pre-Closing Emerson Combined Tax Return to the extent any such Pre-Closing Emerson Combined Tax Return includes any Tax Items required to be paid by or with respect to any Emerson Contributed Subsidiary or the Echo Business attributable to any Post-Closing Period, as determined in accordance with Section 3(b); ; (B) all Taxes reported, or required to be reported, on any Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return; and and (C) all Taxes attributable to any Emerson Contributed Subsidiary or a Deferred Busines that is not required to be reported on a Tax Return.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology, Inc.)

Newco Tax Liability. Except as provided in Section 3(a)(i) and Section 3(c), Newco shall be liable for: (A) all Taxes reported, or required to be reported, on any Pre-Closing Emerson Combined Tax Return to the extent any such Pre-Closing Emerson Combined Tax Return includes any Tax Items required to be paid by or with respect to any Emerson Contributed Subsidiary or the Echo Business attributable to any Post-Closing Period, as determined in accordance with Section 3(b); (B) all Taxes reported, or required to be reported, on any Emerson Contributed Subsidiary Non-Xxxxxxx Exxxxxx Group Tax Return; and (C) all Taxes attributable to any Emerson Contributed Subsidiary or a Deferred Busines that is not required to be reported on a Tax Return.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Emerson Electric Co)

Newco Tax Liability. Except as provided in Section 3(a)(i) and Section 3(c), Newco shall be liable for: (A) all Taxes reported, or required to be reported, on any Pre-Closing Emerson Combined Tax Return to the extent any such Pre-Closing Emerson Combined Tax Return includes any Tax Items required to be paid by or with respect to any Emerson Contributed Subsidiary or the Echo Business attributable to any Post-Closing Period, as determined in accordance with Section 3(b); (B) all Taxes reported, or required to be reported, on any Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return; and (C) all Taxes attributable to any Emerson Contributed Subsidiary or a Deferred Busines Business that is not required to be reported on a Tax Return.

Appears in 1 contract

Samples: Tax Matters Agreement (Aspen Technology, Inc.)

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Newco Tax Liability. Except as provided in Section 3(a)(i) and Section 3(c), Newco shall be liable for: (A) all Taxes reported, or required to be reported, on any Pre-Closing Emerson Combined Tax Return to the extent any such Pre-Closing Emerson Combined Tax Return includes any Tax Items required to be paid by or with respect to any Emerson Contributed Subsidiary or the Echo Emerson Business attributable to any Post-Closing Period, as determined in accordance with Section 3(b); (B) all Taxes reported, or required to be reported, on any Emerson Contributed Subsidiary Non-Xxxxxxx Emerson Group Tax Return; and (C) all Taxes attributable to any Emerson Contributed Subsidiary or a Deferred Busines that is not required to be reported on a Tax Return.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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