Separation Taxes. Notwithstanding anything in Article II to the contrary:
(a) Versum shall pay and be responsible for any and all Separation Taxes that are listed in Schedule 2.9(a), identified by the jurisdiction imposing such Tax, the step in the Separation Plan with respect to which such Tax is triggered, and a description of the nature of such Tax.
(b) Air Products shall pay and be responsible for any and all Separation Taxes other than those Separation Taxes described in Section 2.9(a).
Separation Taxes. Notwithstanding anything in this Agreement to the contrary, Controlled shall indemnify and hold harmless each Distributing Affiliate against liability for (i) any Controlled Change in Control Tax and (ii) any Separation Tax for which Controlled or its Affiliates has an obligation to indemnify Distributing under any provision of this Agreement. Distributing shall indemnify and hold harmless each Controlled Affiliate against liability for all other Separation Taxes.
Separation Taxes. As soon as reasonably practicable after the close of the Tax Period in which the Distribution Date occurs but in no event more than one hundred and eighty (180) days after the close of such Tax Period, TFMC shall deliver to TEN a schedule showing in reasonable detail acceptable to TEN the estimated calculation of Separation Taxes. No later than thirty (30) days prior to the filing of any Joint Return on which such Separation Taxes are reported, TFMC shall deliver to TEN a final calculation of Separation Taxes reported on such Joint Return. TEN shall review such schedule of Separation Taxes and provide TFMC any comments with respect thereto no later than ten (10) days prior to filing any such applicable Joint Return. TFMC shall accept any such comments that are reasonable, and such resulting determination will become final. TEN shall (and shall cause its Affiliates to) reasonably cooperate with TFMC to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by TFMC to minimize any Separation Taxes.
Separation Taxes. Notwithstanding anything in this Section 2.1 to the contrary, and except as provided in Xxxxxxx 0, Xxxxx shall be liable for, and shall be entitled to any refunds of, any Taxes for a taxable period that begins on or before the Distribution Date imposed or incurred in connection with the Internal Reorganization or the Separation, including (i) Distribution Taxes, (ii) Taxes imposed as a result of Delta otherwise recognizing any gain in connection with the Distribution (including, for the avoidance of doubt, the related internal transactions), (iii) Taxes imposed as a result of the recapture of any previously claimed Tax items in connection with the Distribution, (iv) Taxes imposed as a result of any deferred intercompany item or excess loss account (or any similar item under state, local or foreign Tax law) being taken into account in connection with the Distribution pursuant to Section 1502 of the Code and the regulations promulgated thereunder (or any similar provision of state, local or foreign Tax law) and (v) any stamp, duty, transfer, sales and use or similar Taxes incurred in connection with the Internal Reorganization or the Separation.
Separation Taxes. Notwithstanding anything in this Agreement to the contrary, each of KAR and Spinco shall pay and be responsible for fifty (50) percent of any and all Separation Taxes.
Separation Taxes. Notwithstanding anything in this Agreement to the contrary, PDD shall indemnify and hold harmless each Pharmacopeia Affiliate against liability for (i) any PDD Change in Control Tax and (ii) any Separation Tax for which PDD or its Affiliates has an obligation to indemnify Pharmacopeia under any other provision of this Agreement. Pharmacopeia shall indemnify and hold harmless each PDD Affiliate against liability for all other Separation Taxes.
Separation Taxes. LENSAR shall (and shall cause its Affiliates to) reasonably cooperate with PDL to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by PDL to minimize any Taxes incurred in connection with the Separation.
Separation Taxes. Notwithstanding anything in this Section 2.1 to the contrary, and except as provided in Section 4, CSC shall be liable for, and shall be entitled to any refunds of, any Taxes for a taxable period that begins on or before the Distribution Date imposed or incurred in connection with the Separation, including (i) Taxes imposed as a result of the Separation failing to qualify under Section 355 and/or Section 368(a)(1)(D) of the Code, (ii) Taxes imposed as a result of the stock of CSRA distributed in the Distribution failing to be treated as qualified property pursuant to Section 355(d) or 355(e) of the Code, (iii) Taxes imposed as a result of CSC otherwise recognizing any gain in connection with the Distribution (including, for the avoidance of doubt, the related internal transactions), (iv) Taxes imposed as a result of the recapture of any previously claimed Tax items in connection with the Distribution, (v) Taxes imposed as a result of any deferred intercompany item or excess loss account (or any similar item under state, local or foreign Tax law) being taken into account in connection with the Distribution pursuant to Section 1502 of the Code and the regulations promulgated thereunder (or any similar provision of state, local or foreign Tax law) and (vi) any stamp, duty, transfer, sales and use or similar Taxes incurred in connection with the Separation.
Separation Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Separation shall be prepared and filed by MRV.
Separation Taxes. Separation Taxes shall be allocated as provided by Applicable Law or as otherwise provided in any specific agreements, including this Agreement and the Transfer Agreements, governing the Separation Transactions.
