Common use of SpinCo Liability Clause in Contracts

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Appears in 13 contracts

Samples: Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Knife River Holding Co)

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SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.:

Appears in 6 contracts

Samples: Tax Matters Agreement (Healthy Choice Wellness Corp.), Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Mdu Resources Group Inc)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Distributing Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Appears in 5 contracts

Samples: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (SunCoke Energy, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent XPO Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section 2.

Appears in 5 contracts

Samples: Tax Matters Agreement (RXO, Inc.), Tax Matters Agreement (Rxo, LLC), Tax Matters Agreement (Rxo, LLC)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent ParentCo Group from and against any liability foragainst, Taxes which are allocated to SpinCo under this Section 2.the following:

Appears in 4 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (nVent Electric PLC), Tax Matters Agreement (PENTAIR PLC)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Appears in 4 contracts

Samples: Tax Matters Agreement (Vestis Corp), Tax Matters Agreement (Aramark), Tax Matters Agreement (Vestis Corp)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent EPC Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

Appears in 3 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Energizer SpinCo, Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section Article 2.

Appears in 3 contracts

Samples: Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (Solventum Corp)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Manitowoc ParentCo Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.against:

Appears in 3 contracts

Samples: Tax Matters Agreement (Manitowoc Co Inc), Tax Matters Agreement (Manitowoc Foodservice, Inc.), Tax Matters Agreement (Manitowoc Foodservice, Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2Article II.

Appears in 3 contracts

Samples: Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp)

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SpinCo Liability. SpinCo Spinco shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo Spinco under this Section 23.

Appears in 2 contracts

Samples: Tax Matters Agreement (Oneok Inc /New/), Tax Matters Agreement (ONE Gas, Inc.)

SpinCo Liability. Notwithstanding Sections 2.02, 2.03, or 2.04, SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.:

Appears in 2 contracts

Samples: Tax Matters Agreement (ZimVie Inc.), Tax Matters Agreement (Zimmer Biomet Holdings, Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent IAC Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section 2.

Appears in 2 contracts

Samples: Tax Matters Agreement (IAC/InterActiveCorp), Tax Matters Agreement (Vimeo, Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify indemnify, defend, and hold harmless the Parent Group from and against any liability forfor Taxes (and, Taxes in the case of Section 2.06, Separation Tax Losses) for which are allocated to SpinCo is responsible under this Section Article 2.

Appears in 1 contract

Samples: Tax Matters Agreement (Amazon Holdco Inc.)

SpinCo Liability. Notwithstanding Sections 2.02, 2.03, and 2.04, SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.:

Appears in 1 contract

Samples: Tax Matters Agreement (ZimVie Inc.)

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which that are allocated to SpinCo, or for which SpinCo is responsible, under this Section 2Article II.

Appears in 1 contract

Samples: Tax Matters Agreement (Healthy Choice Wellness Corp.)

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