Restructuring Taxes Other Taxes Relating to the Distribution Sample Clauses

Restructuring Taxes Other Taxes Relating to the Distribution. (a) Except to the extent otherwise provided in the next sentence, the Xxxxxxx-Xxxxxx Parties shall be liable for 100% of any Restructuring Taxes. The Xxxxx Parties shall be liable for any Restructuring Tax that is imposed solely as a result of a Xxxxx Tainting Act. (b) The Xxxxx Parties shall be liable for 50% and the Xxxxxxx-Xxxxxx Parties shall be liable for 50% of any sales, transfer, value added or other similar Taxes or fees (including all real estate, transfer Taxes and real estate recording fees but excluding patent, copyright, and trademark recording fees and similar items relating to patents, copyrights and trademarks (which are governed by Section 6.6 of the Investment Agreement) and excluding Restructuring Taxes) payable in connection with the transactions contemplated by the Separation Agreement and the Investment Agreement (the “Transaction Taxes”). The parties agree to timely sign and deliver such certificates or forms as are requested by the other party and may be necessary or appropriate to enable such party to file promptly and timely the Tax Returns for such Transaction Taxes with the appropriate Taxing authorities and remit payment of the Transaction Taxes. (c) Notwithstanding any other provision of this Agreement, the Xxxxxxx-Xxxxxx Parties shall be liable for all Taxes arising from or attributable to (i) any excess loss accounts or deferred intercompany transactions taken into account under Section 1502 of the Code or Treasury Regulations issued thereunder and any similar items (including but not limited to “deferred intercompany stock accounts” for California tax purposes) taken into account under state, local or foreign Tax laws as a result of the transactions contemplated by the Separation Agreement and the Investment Agreement (including deferred intercompany gain attributable to the license of certain intangibles granted by Xxxxxxx-Xxxxxx to Pro-Line International, Inc.), (ii) Sections 301(c)(3) or 357(c) of the Code and any similar provisions of state, local and foreign Tax law as a result of the transactions contemplated by the Separation Agreement or the Investment Agreement, except as described in Section 2.04(d), (iii) recapture of any “dual consolidated losses” attributable to any member of the Xxxxxxx-Xxxxxx Group within the meaning of Section 1503 of the Code, (iv) any failure to withhold Taxes with respect to payments to be made to non-residents of the United States, or to employees, in connection with the transactions co...
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Restructuring Taxes Other Taxes Relating to the Distribution. (a) Spinco shall be liable for 60% and Xxxxxxx-Xxxxxx shall be liable for 40% of any Restructuring Taxes that are imposed as a result of neither a Spinco Tainting Act nor an Xxxxxxx-Xxxxxx Tainting Act. In the case of the imposition of a Restructuring Tax where there is both a Spinco Tainting Act and an Xxxxxxx-Xxxxxx Tainting Act, and each of the Spinco Tainting Act and the Xxxxxxx-Xxxxxx Tainting Act would alone be sufficient to result in the imposition of such Restructuring Tax, Spinco shall be liable for 60% and Xxxxxxx-Xxxxxx shall be liable for 40% of such Restructuring Tax. In the case of a Restructuring Tax that would not have been imposed but for the existence of both a Spinco Tainting Act and an Xxxxxxx-Xxxxxx Tainting Act, Spinco and Xxxxxxx-Xxxxxx shall be liable for such Restructuring Tax to the extent the Spinco Tainting Act and the Xxxxxxx-Xxxxxx Tainting Act, respectively, contributed to the imposition of such Restructuring Tax. Spinco shall be liable for Restructuring Taxes imposed solely as a result of a Spinco Tainting Act, and Xxxxxxx-Xxxxxx shall be liable for Restructuring Taxes imposed solely as a result of an Xxxxxxx-Xxxxxx Tainting Act. In the case of a Tainting Act that results from a Prohibited Act, the party that committed or whose Affiliate committed such Prohibited Act shall be liable for Restructuring Taxes imposed without regard to whether an opinion or supplemental ruling pertaining to such Prohibited Act pursuant to Section 4.02 was obtained, and without regard to whether the other party gave its consent to such action pursuant to Section 4.02 or otherwise.
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Restructuring Taxes Other Taxes Relating to the Distribution 
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Related to Restructuring Taxes Other Taxes Relating to the Distribution

  • Payment of Other Taxes by Loan Parties The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • Payment of Other Taxes by Xxxxxxxx The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Company The Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Borrowers Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Payment of Other Taxes by the Loan Parties Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Initial Lender, the Required Lenders or the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Credit Parties The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Taxes Other Than Income Taxes Upon the timely request by Interconnection Customer, and at Interconnection Customer’s sole expense, the Interconnected Transmission Owner shall appeal, protest, seek abatement of, or otherwise contest any tax (other than federal or state income tax) asserted or assessed against the Interconnected Transmission Owner for which Interconnection Customer may be required to reimburse Transmission Provider under the terms of this Interconnection Construction Service Agreement, or Part VI of the Tariff. Interconnection Customer shall pay to the Interconnected Transmission Owner on a periodic basis, as invoiced by the Interconnected Transmission Owner, the Interconnected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement, or other contest. Interconnection Customer and the Interconnected Transmission Owner shall cooperate in good faith with respect to any such contest. Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred, no amount shall be payable by Interconnection Customer to the Interconnected Transmission Owner for such contested taxes until they are assessed by a final, non-appealable order by any court or agency of competent jurisdiction. In the event that a tax payment is withheld and ultimately due and payable after appeal, Interconnection Customer will be responsible for all taxes, interest and penalties, other than penalties attributable to any delay caused by the Interconnected Transmission Owner.

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