Subco’s Liability for Taxes and Entitlement to Benefits Sample Clauses

Subco’s Liability for Taxes and Entitlement to Benefits. Except as provided for herein, Subco shall be liable for: (i) all Corporate Taxes assessed, imposed or levied on Subco or any of its Affiliates which will be Affiliates of Subco immediately after the Effective Date and shall be entitled to receive and retain the economic benefit of any refunds, credits, deductions, offsets of Corporate Taxes and Tax Assets relating thereto, in each case for any and all periods; (ii) all Other Taxes relating to the Separated Businesses or the Cenovus Assets and shall be entitled to receive and retain the economic benefit of any refunds, credits, deductions, offsets of Taxes and Tax Assets relating thereto, in each case for any and all periods; and (iii) all Corporate Taxes assessed after the Reorganization Time on EnCana or any of its Affiliates arising as a result of the Apple Transaction [Redaction of reference to certain exclusions].
Sample 1Sample 2
AutoNDA by SimpleDocs
Subco’s Liability for Taxes and Entitlement to Benefits. ‌ Except as provided for herein, Subco shall be liable for: (i) all Corporate Taxes assessed, imposed or levied on Subco or any of its Affiliates which will be Affiliates of Subco immediately after the Arrangement Date, and shall be entitled to receive and retain the economic benefit of any refunds, credits, deductions, offsets of such Corporate Taxes and any Tax Assets relating thereto, in each case for any and all periods; and (ii) all Other Taxes to the extent relating to the Drug Development Business or the Crescita Assets, and shall be entitled to receive and retain the economic benefit of any refunds, credits, deductions, offsets of such Other Taxes and Tax Assets relating thereto, in each case for any and all periods.
Sample 1

Related to Subco’s Liability for Taxes and Entitlement to Benefits

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

Time is Money Join Law Insider Premium to draft better contracts faster.