Tax Allocation Agreement. Other than pursuant to any Requirement of Law, the Borrower shall maintain in effect the Tax Allocation Agreement and shall not agree to any amendment, modification or waiver thereof that materially and adversely impairs the ability of the Borrower to repay the Loans and other obligations under the Loan Documents.
Tax Allocation Agreement. The Tax Allocation Agreement shall have been executed and shall contain the following provisions: (i) a joint and several indemnity from the Distributed Companies in favor of the Company and the Retained Subsidiaries from and against any Losses with respect to Taxes resulting from any Adverse Tax Act of any of the Distributed Companies or their Subsidiaries; (ii) an indemnity from each of the Distributed Companies in favor of the Company from and against any Losses with respect to Taxes resulting from the Pre-Distribution Transactions or the Distributions, as a result of the failure of the Pre-Distribution Transactions or the Distributions to qualify under sections 355 or 368 of the Code or otherwise, including, without limitation, by reason of any stock or securities of any Distributed Company failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code, except to the extent such Losses result from any Adverse Tax Act by any of the Company, the Retained Subsidiaries, the Distributed Companies or any of their Subsidiaries, provided that each Distributed Company shall be only liable for the portion of such Losses that bears the same ratio to the aggregate amount of such Losses as the Market Capitalization of such Distributed Company bears to the aggregate Market Capitalization of the Company and the Distributed Companies and provided, further, that each Distributed Company shall be liable for 100% of any such Losses attributable to any "deferred intercompany transaction" to the extent such Loss is attributable to any "intercompany item" that such Distributed Company or any of its Subsidiaries is required to take into account immediately prior to the Distributions pursuant to Treasury Regulations section 1.1502-13; (iii) customary provisions providing for control and participation rights with respect to any administrative and judicial proceedings with respect to Taxes, including the right of the Person primarily responsible for the relevant indemnification obligation thereunder to control any such proceeding. Notwithstanding anything to the contrary in the preceding sentence, no Distributed Company shall be entitled to assume control of any portion of any administrative or judicial proceeding with respect to Taxes unless such Distributed Company shall have theretofore acknowledged in writing its liability for such Taxes pursuant to the Tax Allocation Agreement; and (iv) Any tax saving or other benefit attributable any compen...
Tax Allocation Agreement. All matters relating to Taxes shall be governed exclusively by the Tax Allocation Agreement, except as may be expressly stated herein or therein. In the event of any inconsistency with respect to such matters between the Tax Allocation Agreement and this Agreement or any other Ancillary Agreement, the Tax Allocation Agreement shall govern to the extent of the inconsistency.
Tax Allocation Agreement. Seller shall not permit the amendment of the Tax Allocation Agreement in any way which has an adverse effect on Seller.
Tax Allocation Agreement. Tax Allocation Agreement" means the Ancillary Agreement which is attached as an exhibit to the Separation Agreement.
Tax Allocation Agreement. Tax Allocation Agreement" means the Tax Allocation Agreement dated as of December 31, 2000 between REI and Resources.
Tax Allocation Agreement. The Majority Lenders hereby consent to the termination by the Parent and the Borrower of the Tax Allocation Agreement pursuant to the terms contained therein upon the satisfaction of all liabilities thereunder.
Tax Allocation Agreement. The Parties agree to negotiate in good faith and enter into the Tax Allocation Agreement on or before the Exchange Date.
Tax Allocation Agreement. If at any time after the consummation of the Tender Offer the Company becomes part of an affiliated group (as defined in the Code), of which American Entertainment Properties Corp. is the common parent, then the Company shall, and Icahn Enterprises shall cause American Entertainment Properties Corp. to, promptly enter into an amendment to the Tax Allocation Agreement substantially in the form attached hereto as Exhibit B.
Tax Allocation Agreement. Parent and Buyer have executed as of the date hereof the Tax Allocation Agreement relating to the allocation of the purchase price, the payment of taxes, elections under Section 338 of the Code, and related matters. 5.12
