Other Income Taxes. Without regard to anything to the contrary in this Article II, ADP shall be liable, and shall indemnify the Dealer Group, for all Taxes arising as a result of the Transactions from (i) excess loss accounts taken into account under Code Section 1502, (ii) Code Section 357(c) or (iii) Code Section 361(b), in each case, including under similar state and local law provisions. Any Taxes attributable to deferred intercompany gains that are triggered as a result of the Transactions shall be the responsibility of ADP and shall not be included in determining the Dealer Group’s Income Tax liability. To the extent there are adjustments to the amount of any deferred intercompany gain triggered as a result of the Distribution, ADP shall be responsible for paying the additional Tax associated with any increase in the amount of gain and shall also be entitled to a Refund attributable to any reduction of gain.
Other Income Taxes. For the avoidance of doubt, any Tax Item resulting from Splitco ceasing to be a member of the Parent Group (including any Tax Items required to be taken into account by the Parent Group under Treas. Reg. §§ 1.1502-13 and 1.1502-19) shall be treated as arising in the Pre-Distribution Period.
Other Income Taxes. In the event that there shall be imposed on the Bank any state or local tax based on net income to which the principles of consolidated income taxation such as those currently in effect under federal income tax rules may be applied and practiced, the parties agree that the provisions of this Agreement shall be applicable with respect to such state or local income taxes.
Other Income Taxes. Except to the extent required by law, for the avoidance of doubt, any Tax Item resulting from Post and/or its subsidiaries ceasing to be members of the Ralcorp Group (including any Tax Items required to be taken into account by the Ralcorp Group under Treas. Reg. Sections 1.1502-13 and 1.1502-19) shall be treated as arising in the Pre-Distribution Period.
Other Income Taxes. Except as otherwise provided in this Agreement, the liability for any Other Income Tax shall be allocated as follows:
Other Income Taxes. Without regard to anything to the contrary in Exhibit A, Sprint Nextel shall be liable, and shall indemnify the Embarq Group, for all Taxes arising as a result of the Transactions from (i) excess loss accounts taken into account under Code Section 1502, (ii) Code Section 357(c) or (iii) Code Section 361(b), in each case, including under similar state law provisions. Deferred intercompany gains will be governed solely by Exhibit A. Notwithstanding the foregoing, Embarq shall be liable, and shall indemnify Sprint Nextel, for Transaction Taxes arising on the issuance of Embarq securities to Sprint Nextel as a result of Embarq’s actions or failure to take actions following the Distribution with respect to such securities.
Other Income Taxes. The Weyerhaeuser Group shall be responsible for, and shall indemnify and hold harmless the Spinco Group from and against, Taxes arising as a result of the Transactions (i) from excess loss accounts or deferred intercompany transactions taken into account under Code Section 1502 or Treasury Regulation issued thereunder or (ii) under Code Section 361(b). Notwithstanding the foregoing, the Spinco Group shall be liable, and shall indemnify the Weyerhaeuser Group, for Transaction Taxes to the extent provided in Section 2.02(a).
Other Income Taxes. A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, including taxable capital gains. In general terms, a Resident Holder who is an individual (other than certain trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares or Warrants may be liable for alternative minimum tax under the Tax Act. Resident Holders that are individuals should consult their own tax advisors in this regard.
Other Income Taxes. The principles and procedures (including the indemnity in paragraph 5) stated in this Agreement shall apply for purposes of allocating any tax liability for any Combined Return for any taxable year or period after 2000 Taxable Year. For instance, if Parent files a Combined Return, AHI shall reimburse Parent for the amount of any tax liability to the extent the tax liability is paid by the Parent and is attributable to the operations of AHI or to any AHI Group Member. For the avoidance of doubt, each member of the AHI Group shall otherwise be responsible for its own Other Income Taxes, and all other taxes.
Other Income Taxes. (a) Parent or the Company have paid or Parent will pay, and Parent shall indemnify Purchaser and the Company and its other Affiliates against, all Other Income Taxes payable by the Company with respect to periods ending on or before the Closing Date, or as to which the Company may be liable by virtue of its affiliation with Parent, excluding Other Income Taxes arising either from any election by the Purchaser or its affiliates under Section 338(g) of the Code or comparable provision of state, local or foreign law (assuming that the election described in Section 338(h)(10) of the Code is not made pursuant to Section 6.12 below) or from any transaction undertaken by Purchaser or the Company on the Closing Date after the Closing Date outside of the ordinary course of business. Parent shall prepare, or cause to be prepared, all returns with respect to such Other Income Taxes for such periods. Parent shall be entitled to any refunds of Other Income Taxes for such periods.
