Non-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 Non-Income Tax liability for (A) all members of the Conexant/Washington Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) for any Pre-Distribution Taxable Period or Straddle Period 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 Non-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;
(ii) Alpha shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any Pre-Distribution Taxable Period or Straddle Period; and
(iii) Conexant agrees that for all periods prior to the Distribution, it shall pay or cause Washington and each member of the Washington Tax Group that has never conducted a non-Washington business to pay its respective Non-Income Tax liabilities consistent with the Conexant Tax Group's past practice for paying such Non-Income Tax liabilities.
(iv) Notwithstanding any other provision of this Agreement, all transfer taxes incurred in connection with the Contribution, the Distribution and/or the Merger shall be paid in accordance with the provisions of Section 4.09 of the Distribution Agreement.
Non-Income Taxes. Notwithstanding any other provision of this Agreement, SpinCo shall be responsible for and pay all (i) Property Taxes and (ii) any Sales and Use Taxes reflected on a Tax Return required to be filed after the Distribution Date, in each case other than such Taxes that are Pre-Closing Taxes.
Non-Income Taxes. In addition to the charges for Services, Receiver must pay Provider an amount equal to all Non-Income Taxes incurred in connection with the provision of Services. Notwithstanding the foregoing, each party is also responsible for (i) Taxes chargeable or assessed with respect to its own employees or agents and (ii) all real and personal property Taxes imposed on software and equipment it owns, except in the case of both (i) and (ii) to the extent such employees or such property is devoted to providing Services to Receiver. The Receiver will advise the Provider if it determines that any Services are exempt from taxation and the parties will use reasonable efforts to mitigate any applicable Taxes. For purposes of this Agreement, “Non-Income Taxes” shall mean all Taxes except income and franchise Taxes, and “Tax” shall mean all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts.
Non-Income Taxes. Except as provided in Section 2.04(d)(i), Non-Income Taxes shall be allocated between the EFH Parties, on the one hand, and Reorganized TCEH, on the other hand, based on the applicable items attributable to or arising from any business retained by any Reorganized EFH Entity, on the one hand, and any business contributed to (or otherwise held on the Effective Date by) any Reorganized TCEH Entity, on the other hand, that contribute to such Taxes (e.g., sales Taxes and value added Taxes shall be allocated to the EFH Parties to the extent arising from taxable sales made by any business retained by any Reorganized EFH Entity). In the event that any Non-Income Tax is not attributable to (and does not arise from) any items relating to any business (e.g., capital Taxes imposed based on the authorized stock), such Non-Income Taxes shall be allocated between the EFH Parties, on the one hand, and Reorganized TCEH, on the other hand, in proportion to the gross income of any business retained by any Reorganized EFH Entity, on the one hand, and any business contributed to (or otherwise held on the Effective Date by) any Reorganized TCEH Entity, on the other hand.
Non-Income Taxes. To the extent not otherwise allocated under this Article II, Non-Income Taxes shall be allocated as follows:
(a) Versum shall pay and be responsible for any and all Non-Income Taxes that are attributable to the entities listed in Schedule 2.8(a) for all Pre-Distribution Periods.
(b) Air Products shall pay and be responsible for any and all Non-Income Taxes other than those Non-Income Taxes described in Section 2.8(a) for all Pre-Distribution Periods.
(c) Versum shall pay and be responsible for any and all Non-Income Taxes that are imposed on the Versum Group for all Post-Distribution Periods.
(d) Air Products shall pay and be responsible for any and all Non-Income Taxes that are imposed on the Air Products Group for all Post-Distribution Periods.
Non-Income Taxes. Except as provided in Sections 2.04 and 2.05, (i) MetLife shall be responsible for any and all Non-Income Taxes imposed on any member of the MetLife Group for all Pre-Distribution Tax Periods and Post-Distribution Tax Periods, and (ii) Brighthouse shall be responsible for any and all Non-Income Taxes imposed on any member of the Brighthouse Group for Pre-Distribution Tax Periods and Post-Distribution Tax Periods.
Non-Income Taxes. All Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period before the Closing Date shall be for Sellers’ account and all Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period after and including the Closing Date shall be for Buyer’s account. For the avoidance of doubt, all refunds for federal Heavy Highway Vehicle Use Tax paid by Sellers with respect to the Assets shall be for Sellers’ account, regardless of whether they are attributable to the period before or after the Closing Date. All real estate, personal property, and similar ad valorem Taxes (and any refunds thereof) assessed with respect to the Assets for the taxable period that begins prior to the Closing Date and ends after the Closing Date shall be prorated based on the number of full days in such period that occur before the Closing Date, on the one hand, and the number of days in such period that occur on or after the Closing Date, on the other hand. All other Non-Income Taxes (and refunds thereof) with respect to the Assets shall be allocated between Sellers and Buyer as though the taxable period that begins prior to the Closing Date and ends after the Closing Date ended as of the close of business on the day before the Closing Date, and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods ending as of the close of business on the day before the Closing Date shall be for Sellers’ account and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods beginning on or after the Closing Date shall be for Buyer’s account. To the extent known, the apportionment of Non-Income Taxes (and any refunds thereof) with respect to the Assets between the Parties shall take place in the Closing Statement and the Final Settlement Statement. As Sellers apportionment of Non-Income Taxes shall be reflected as a downward adjustment to the purchase price pursuant to Section 2.04(c)(i), Buyer shall assume and timely pay all Non-Income Taxes that are due with respect to the Assets for the taxable period that includes the Closing Date and all Liens on Assets for such Non-Income Taxes shall remain in place following Closing. To the extent the actual amount of a Non-Income Tax (or the amount thereof paid or economically borne by Buyer or Sellers) allocable to Buyer or Sellers under this Section 7.06(a) is determined to be different than...
Non-Income Taxes. To the extent not otherwise allocated under this Article II, Non-Income Taxes shall be allocated as follows:
(a) Spinco shall pay and be responsible for any and all Non-Income Taxes that are attributable to the Spinco Business for all Pre-Distribution Periods.
(b) KAR shall pay and be responsible for any and all Non-Income Taxes other than those Non-Income Taxes described in Section 2.8(a) for all Pre-Distribution Periods.
(c) Spinco shall pay and be responsible for any and all Non-Income Taxes that are imposed on or attributable to the Spinco Business or Spinco Group for all Post-Distribution Periods.
(d) KAR shall pay and be responsible for any and all Non-Income Taxes that are imposed on or attributable to the KAR Business or KAR Group for all Post-Distribution Periods.
Non-Income Taxes. In the case of any Return related to Taxes (other than income or franchise Taxes) in which one or more members of the Distributing Group file with one or members of the Tronox Group (each such Return, a “Joint Return”) with respect to a Pre-Deconsolidation Period, the Distributing Group shall be liable for the Taxes reflected on any such Joint Return attributable to the Distributing Business and the Tronox Group shall be liable for the Taxes reflected on such Joint Returns attributable to the Tronox Business. In the event that the portion of such Taxes attributable to a particular business cannot be determined, then the Distributing Group shall be liable for such Taxes.
Non-Income Taxes. Except as otherwise provided in this Agreement:
(i) Conexant shall pay or cause to be paid, on a timely basis, all Taxes which are Non-Income Taxes due with respect to the Tax liability for (A) all members of the Conexant Tax Group for any Pre-Distribution Taxable Period, Straddle Period or Post-Distribution Taxable Period, (B) any member of the Mindspeed Tax Group for any Pre-Distribution Period or Straddle Period in which it conducts or has conducted both a Conexant business and a Mindspeed business and (C) a member of the Conexant Tax Group for any Post-Distribution Taxable Period, provided, however, that Mindspeed, on behalf of the Mindspeed 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 share of such Non-Income Tax liability of any member of the Mindspeed Tax Group, attributable to the Mindspeed business, assets or activities.
(ii) Mindspeed shall pay or cause to be paid, on a timely basis, all Taxes which are Non-Income Taxes which are not the responsibility of the Conexant Tax Group.
