Common use of Responsibility for Payment of Taxes Clause in Contracts

Responsibility for Payment of Taxes. LQ Parent shall be liable for and shall pay or cause to be paid (i) all Taxes shown on any Tax Return of each Party or any member of its Group for any Pre-Distribution Tax Period, subject to Section 8.3(b), (ii) all Taxes shown on any Tax Return of LQ Parent or any member of its Group for any Straddle Tax Period, (iii) the portion of any Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (i) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution.

Responsibility for Payment of Taxes. LQ Parent Except as otherwise provided in this Agreement, without duplication, (a) RemainCo shall be liable have responsibility for and shall pay or cause to be paid (i) all Taxes shown on with respect to any RemainCo Separate Tax Return Return, (ii) Distribution Taxes that are the responsibility of each Party or RemainCo pursuant to Article V and (iii) the Applicable RemainCo Portion of all the Taxes of any member of its the RemainCo Group or the SpinCo Group (or any Affiliated Group of which any of them was a member) for any Pre-Distribution Tax Period, subject Period or the portion of any Straddle Period ending as of the end of the Pre-Distribution Tax Period other than (x) Taxes with respect to Section 8.3(b)any SpinCo Separate Tax Return and (y) Distribution Taxes that are the responsibility of SpinCo pursuant to Article V; and (b) SpinCo shall have responsibility for (i) all Taxes with respect to any SpinCo Separate Tax Return, (ii) all Distribution Taxes shown on any Tax Return that are the responsibility of LQ Parent or any member of its Group for any Straddle Tax Period, SpinCo pursuant to Article V and (iii) the Applicable SpinCo Portion of all the Taxes of any member of the RemainCo Group or the SpinCo Group (or any Affiliated Group of which any of them was a member) for any Pre-Distribution Tax Period or the portion of any Straddle Period ending as of the end of the Pre-Distribution Tax Period other than (x) Taxes allocable with respect to any RemainCo Separate Tax Return and (y) Distribution Taxes that are the responsibility of RemainCo pursuant to Article V. If any Party responsible for the payment of Taxes under this Article III is not the person responsible for the payment of such Taxes under applicable Law (other than an Affiliate of such Party), such Party shall pay to the period ending other Party (either directly to the other Party if the other Party is responsible for the payment of such Taxes or on behalf of the Distribution Date (determined Affiliate of the other Party if such Affiliate is responsible for the payment of such Taxes) under applicable Law the Taxes for which it is responsible, as described in accordance with this Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period3.1, and the Party responsible for paying such Tax shall timely pay (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (ipaid) the portion of any Taxes allocable over amounts received to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable appropriate Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution.

Responsibility for Payment of Taxes. LQ Parent shall be liable for and shall pay or cause to be paid (i) all With respect to any Taxes shown on attributable (as provided in Section 7.9(b)(vii)) to any Tax Return of each Party period or any member of its Group for any portion thereof ending on and including, or ending before, the Formation Closing Date (such periods, the “Pre-Distribution Formation Tax Period”, subject to Section 8.3(band such Taxes, “Pre-Formation Taxes”), Micron and its Affiliates shall be entitled to, and their sole recourse shall be the exercise of, any rights afforded to any of them pursuant to the Intel ATA, as amended by the Intel ATA Amendment and the ST ACA, as amended by the ST ACA Amendment, which amendments will set forth, among other things, that (ii1) all notwithstanding anything to the contrary in the Intel ATA or the ST ACA, neither the Intel Indemnitees (as defined in the Intel ATA) nor the ST Indemnitees (as defined in the ST ACA) shall have any recourse against Micron or its Affiliates pursuant to the Intel ATA or the ST ACA for Taxes shown on any attributable to the Pre-Formation Tax Return of LQ Parent Period or any member of its Group for any Straddle Pre-Closing Tax Period, (iii2) the portion of any unpaid Sales Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (i) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution transactions contemplated by the ST ACA or LQ Parent is not be able to dispose the Intel ATA and any Taxes described in the proviso in Section 5.8(b)(i) of the CPLG Preferred Stock prior Intel ATA and the ST ACA (A) shall be the responsibility of ST or Intel as provided in the ST ACA or the Intel ATA, as applicable and to the Effective Time, (i) LQ Parent and CPLG shall be required extent allocated to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined ST or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stockIntel therein, and (yB) provide for a cash-pay couponto the extent not so allocated, shall be the responsibility of the Sellers pursuant to the terms of this Agreement (and not the ST ACA or the Intel ATA), and (iii3) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein extent that any transaction, event or circumstance occurring or deemed to occur in the Distribution AgreementPre-Closing Tax Period gives rise to Taxes attributable to the Pre-Formation Tax Period, CPLG the Sellers shall indemnify and hold harmless Micron and its Affiliates from and against such Taxes pursuant to the terms of this Agreement (and not be required to issue any CPLG Preferred Stock in the ContributionIntel ATA or the ST ACA).