Other Separation Taxes Clause Samples

The 'Other Separation Taxes' clause defines the responsibility for paying taxes that arise specifically due to the separation of parties, such as in a business split, merger, or employee termination. It typically clarifies which party is liable for taxes like severance-related payroll taxes, transfer taxes, or other government-imposed charges triggered by the separation event. This clause ensures that there is no ambiguity regarding tax obligations, thereby preventing future disputes and allocating financial risk appropriately between the parties involved.
Other Separation Taxes. Seaport Entertainment shall (and shall cause its Affiliates to) reasonably cooperate with HHH to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by HHH to minimize any Other Separation Taxes.
Other Separation Taxes. Worthington Steel shall (and shall cause its Affiliates to) reasonably cooperate with New Worthington to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by New Worthington to minimize any Other Separation Taxes.
Other Separation Taxes. Delphi Technologies shall (and shall cause its Affiliates to) reasonably cooperate with Aptiv to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by Aptiv to minimize any Other Separation Taxes.
Other Separation Taxes. SpinCo shall (and shall cause its Affiliates to) reasonably cooperate with Parent to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by Parent to minimize any Other Separation Taxes.
Other Separation Taxes. Colfax and ESAB shall (and shall cause their respective Affiliates to) reasonably cooperate to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by either Party to minimize any Other Separation Taxes.