Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for: (i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) Any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and (iii) Any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Servicemaster Global Holdings Inc), Tax Matters Agreement (Frontdoor, Inc.)
Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:
(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;
(ii) Any any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) Any any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement7.05.
Appears in 4 contracts
Samples: Tax Matters Agreement (Vestis Corp), Tax Matters Agreement (Aramark), Tax Matters Agreement (Vestis Corp)
Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:
(i) Any any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;
(ii) Any any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) Any any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement.
Appears in 3 contracts
Samples: Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Knife River Holding Co)
Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:
(i) Any any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;
(ii) Any any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
and (iii) Any any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement (Everus Construction Group, Inc.), Tax Matters Agreement (Mdu Resources Group Inc)
