Common use of Parent’s Obligations Clause in Contracts

Parent’s Obligations. Other than liabilities dealt with elsewhere in this Agreement, Parent shall be liable for, and shall hold SpinCo and its Affiliates harmless on an After Tax Basis against any tax liability of any member of the Parent Group. Except as provided in Section 3.01 for refunds attributable to carrybacks, Parent shall be entitled to any refund of or credit for taxes for any periods for which Parent is responsible under this Section 2.03(b) or with respect to which Parent is required to file a Tax Return under Section 2.01 hereof.

Appears in 2 contracts

Samples: Tax Disaffiliation Agreement (FNB Corp/Fl/), Tax Disaffiliation Agreement (First National Bankshares of Florida Inc)

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Parent’s Obligations. Other than liabilities dealt with elsewhere in this Agreement, Parent shall be liable for, and shall hold SpinCo and its Affiliates the Spinco Group harmless on an After Tax Basis against (i) any tax liability of any member of the Parent GroupGroup for any Period After the Second Distribution, and (ii) any amount determined to be Parent's liability under Section 2.04 hereof. Except as provided in Section 3.01 for refunds attributable to carrybackscarry backs, Parent shall be entitled to any refund of or credit for taxes for any periods for which Parent is responsible under this Section 2.03(b) or with respect to which Parent is required to file a Tax Return under Section 2.01 hereof.

Appears in 2 contracts

Samples: Tax Disaffiliation Agreement (Ct Holdings Inc), Tax Disaffiliation Agreement (Citadel Security Software Inc)

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