Restructuring Taxes. Notwithstanding that the Restructuring and Project Constructor occurred prior to the Effective Date, notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all fees, costs and expenses, including reasonable attorneys’ fees, arising out of, or incident to, any proceedings before any Tax Authority, or any judicial authority, with respect to any amount for which it is liable for under Section 5.12(a) hereof.
(i) In the event any Restructuring Taxes are attributable to a Tainting Act of KBR or any member of the KBR Group, then KBR shall pay and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of this Section 5.12(a)(i), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc.
(ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (co...
Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganizations, then any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of D&B; provided, however, that to the extent specific cash allocations for such Taxes are made in connection with the Distribution, D&B shall be relieved of its liability for such Taxes.
Restructuring Taxes. (a) Notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in this Section 3.6, Western Atlas shall pay fifty percent (50%) of all Restructuring Taxes and UNOVA shall pay fifty percent (50%) of all Restructuring Taxes. UNOVA and each member of the UNOVA Group will jointly and severally indemnify Western Atlas and each member of the Western Atlas Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes, and Western Atlas and each member of the Western Atlas Group will jointly and severally indemnify UNOVA and each member of the UNOVA Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes.
(b) In the event that any Restructuring Taxes are attributable to the acquisition ("Acquisition") of fifty percent (50%) or more of the stock or assets of Western Atlas or UNOVA by an Unrelated Person, then the party so acquired, or the party whose assets were so acquired, as the case may be, shall pay and shall indemnify and hold harmless the other party to this Agreement from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Restructuring Taxes. For purposes of this Section 3.6(b), a Restructuring Tax is attributable to an Acquisition if the Acquisition occurs prior to the assessment of such Restructuring Tax.
(c) Any payment required to be made pursuant to this Section 3.6 shall be made no later than 30 days after the payor receives written notice of a Final Determination of such Restructuring Taxes. Any payment not so made within 30 days shall thereafter bear interest at the rate established for large corporate underpayments pursuant to Section 6621(c)(1) of the Code.
(d) Neither Western Atlas nor UNOVA shall engage in any acts, other than an Acquisition, which would result in any Restructuring Taxes. In the event that any Restructuring Taxes are attributable to such acts, the party so engaged shall pay and shall indemnify and shall hold harmless the other party to this Agreement from and against any such Restructuring Taxes.
Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganization or the Distribution, then half of any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of New D&B and the other half of any such Tax liability shall be the responsibility of the Corporation.
Restructuring Taxes. (i) Notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in this Section 3.03(a) or in Section 9.03 of the Distribution Agreement, New Xxxxxx shall pay or cause to be paid, and shall fully indemnify and hold harmless the Company from and against, all Restructuring Taxes, including all liability, costs and expenses associated with claims with respect to such Restructuring Taxes asserted by third parties against any member of the Company Group. New Xxxxxx hereby assumes and agrees to pay prior to the due date thereof all such Restructuring Taxes, which payment may be made either directly to the appropriate taxing authority by New Xxxxxx (provided that New Xxxxxx shall provide the Company with written notice of such payment at least ten business days prior to the due date of the corresponding Tax Return and provide proof of such payment within five business days of making such payment) or to the Company which shall then forward such New Xxxxxx payment to the appropriate taxing authority.
(ii) Anything in this Section 3.03(a) to the contrary notwithstanding, Section 3.03(a) hereof shall not apply to any Restructuring Taxes to the extent that all or any portion of such Restructuring Taxes would not have resulted but for an act or omission of the Company or any of its affiliates, a misrepresentation on the part of the Company made in connection with the opinions of counsel described in Section 6.03 of the Distribution Agreement, or any other post Distribution Date transaction involving either the stock or assets of the Company or any of its affiliates.
(b) If the Company is otherwise required to recognize gain pursuant to Code Section 311 with respect to the Distribution, then, to the extent permitted by law or regulation, the Company, if so requested by New Xxxxxx, shall elect pursuant to Code Section 336(e) to treat the Distribution as a disposition of all the assets of New Xxxxxx; provided, that the Company shall not be required to make any such election if the Company determines in good faith that such election would cause a material Tax Detriment or other material adverse effect to any member of the Company Group.
Restructuring Taxes. (a) Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganizations, then any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of IMS HEALTH; provided, however, that to the extent specific cash allocations for such Taxes are made in connection with the Distribution, IMS HEALTH shall be relieved of its liability for such Taxes to the extent covered by such cash.
(b) Notwithstanding any statement herein to the contrary, any Taxes relating to or arising out of the Distribution shall be governed by Section 2.10 of the Distribution Agreement.
Restructuring Taxes. Notwithstanding any other provision of this ------------------- Agreement to the contrary, any liability with respect to Restructuring Taxes shall be allocated as follows:
Restructuring Taxes. Notwithstanding any other provision of this Agreement to the contrary, the responsibility for Restructuring Taxes imposed on or attributable to any Group Member shall be allocated between Parent and Cal Dive as follows:
Restructuring Taxes. For purposes of this Agreement, the amount of Taxes arising out of or attributable to the Restructuring Transactions (“Restructuring Taxes”) shall equal the excess, in any taxable period in which the Restructuring Transactions occurred, of (a) the amount of Taxes actually imposed upon a party hereto over (b) the amount of Taxes that would have been imposed upon such party if the Restructuring Transactions had not occurred. For the avoidance of doubt, Restructuring Taxes shall not include (i) the use of or reduction in any losses, deductions or credits, or (ii) Taxes imposed in a taxable period other than that in which the Restructuring Transactions occur even if such Taxes would have been eliminated or reduced through the use of losses, deductions or credits described in clause (i) if the Restructuring Transactions had not occurred.
Restructuring Taxes. Notwithstanding any other provision of this Agreement to the contrary, Radiant shall pay, and shall indemnify and hold harmless Enterprise and any member of the Enterprise Group from and against, on a net after Tax basis, any Restructuring Taxes and any reasonable expenses (including, but not limited to, attorney’s fees) incurred in defending any audit or examination with respect to Restructuring Taxes.
