Common use of Tax Indemnity; Prior Agreements; Refunds Clause in Contracts

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, the Alpha Parties shall indemnify, defend, and hold harmless the Generico Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Taxes (including, for the avoidance of doubt, any Alpha Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which New Alpha is liable under Section 2.04. Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha Parties. (b) From and after the Distribution Date, the Generico Parties shall indemnify, defend, and hold harmless the Alpha Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Alpha Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Generico Taxes (including, for the avoidance of doubt, any Generico Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which Gholdco is liable under Section 2.04. Any amount payable by the Generico Parties to the Alpha Parties with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico Parties or any Generico Affiliate with respect to such Tax after the Distribution Date to any Alpha Indemnified Party and by any Prior Payments made on behalf of the Generico Parties. The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. (c) Any and all prior Tax sharing agreements or practices between the Generico Parties or any Gholdco Subsidiary, on the one hand, and the Alpha Parties or any Alpha Subsidiary, on the other hand, shall automatically be terminated as of the Distribution Date (other than any such agreements set forth in the Transaction Agreements). (d) From and after the Distribution Date, New Alpha shall be entitled to any refund of or credit for Alpha Taxes, provided that the Generico Parties shall be entitled to receive and retain any refund of Taxes to the extent such refund is attributable to a Tax Carryover Attribute relating to the Generico Business. From and after the Distribution Date, Gholdco shall be entitled to any refund of or credit for Generico Taxes.

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution DateTime, the Alpha MI Parties shall shall, in a manner consistent with the principles of Section 4.03 of the Separation Agreement, reimburse, indemnify, defend, and hold harmless the Generico MVT Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico MVT Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha MI Taxes (including, for the avoidance of doubt, any Alpha MI Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Periodexamination); and (ii) any amount for which New Alpha MI Corp. is liable under Section 2.04. Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha Parties. (b) From and after the Distribution DateTime, the Generico MVT Parties shall shall, in a manner consistent with the principles of Section 4.02 of the Separation Agreement, reimburse, indemnify, defend, and hold harmless the Alpha MI Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Alpha MI Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Generico MVT Taxes (including, for the avoidance of doubt, any Generico MVT Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Periodexamination); and (ii) any amount for which Gholdco MVT Holding is liable under Section 2.04. Any amount payable by the Generico Parties to the Alpha Parties with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico Parties or any Generico Affiliate with respect to such Tax after the Distribution Date to any Alpha Indemnified Party and by any Prior Payments made on behalf of the Generico Parties. The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. (c) Any and all prior Tax sharing agreements or practices between any member of the Generico Parties or any Gholdco SubsidiaryMVT Group, on the one hand, and any member of the Alpha Parties or any Alpha SubsidiaryMI Group, on the other hand, shall automatically be terminated as of the Distribution Date (other than any such agreements set forth in the Transaction Agreements). Upon termination of the existing tax allocation agreement between MI Corp. and MVT Corp., MVT Corp. shall pay to MI Corp. $730,000 in full satisfaction of any and all amounts due thereunder. (d) From and after the Distribution DateTime, New Alpha the MVT Parties shall be entitled to any refund of or credit for Alpha MVT Taxes, provided that the Generico MI Parties shall be entitled to receive and retain any refund of Taxes to the extent such refund is attributable to a Tax Carryover Attribute relating to of any member of the Generico BusinessMI Group. From and after the Distribution DateTime, Gholdco the MI Parties shall be entitled to any refund of or credit for Generico TaxesTaxes to which the MVT Parties are not entitled pursuant to the preceding sentence. (e) For the avoidance of doubt, (i) any MI Specified Refunds are solely for the benefit of the MI Parties, (ii) any payroll Tax refunds arising out of the Supreme Court’s decision in CSX Corp. v. United States shall be for the benefit of the MI Parties if a member of the MI Group incurred the payroll expense and for the benefit of the MVT Parties if a member of the MVT Group incurred the payroll expense, and (iii) any sales or use Tax Refunds shall be for the benefit of the MI Parties if a member of the MI Group incurred the original sales or use Tax and for the benefit of the MVT Parties if a member of the MVT Group incurred the original sales or use Tax.

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution DateDistributions Time, the Alpha Xxxxxxx-Xxxxxx Parties shall shall, in a manner consistent with the principles of Section 4.05(a) of the Separation Agreement, indemnify, defend, and hold harmless the Generico Xxxxx Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico Xxxxx Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Xxxxxxx-Xxxxxx Taxes (including, for the avoidance of doubt, any Alpha Xxxxxxx-Xxxxxx Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Periodexamination); and (ii) any amount for which New Alpha Xxxxxxx-Xxxxxx is liable under Section 2.04. Any amount payable by the Alpha Xxxxxxx-Xxxxxx Parties to the Generico Xxxxx Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Xxxxxxx-Xxxxxx Parties or any Alpha Xxxxxxx-Xxxxxx Affiliate with respect to such Tax after the Distribution Distributions Date to any Generico Xxxxx Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha PartiesParty. (b) From and after the Distribution DateDistributions Time, the Generico Xxxxx Parties shall shall, in a manner consistent with the principles of Section 4.05(a) of the Separation Agreement, indemnify, defend, and hold harmless the Alpha Xxxxxxx-Xxxxxx Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Alpha Xxxxxxx-Xxxxxx Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Generico Xxxxx Taxes (including, for the avoidance of doubt, any Generico Xxxxx Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Periodexamination); and (ii) any amount for which Gholdco New Xxxxx is liable under Section 2.04. Any amount payable by the Generico Xxxxx Parties to the Alpha Xxxxxxx-Xxxxxx Parties with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico Xxxxx Parties or any Generico Xxxxx Affiliate with respect to such Tax after the Distribution Distributions Date to any Alpha Xxxxxxx-Xxxxxx Indemnified Party and by any Prior Payments made on behalf of the Generico Parties. The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable yearParty. (c) Any and all prior Tax sharing agreements or practices between the Generico Xxxxx Parties or any Gholdco Xxxxx Subsidiary, on the one hand, and the Alpha Xxxxxxx-Xxxxxx Parties or any Alpha Xxxxxxx-Xxxxxx Subsidiary, on the other hand, shall automatically be terminated as of the Distribution Distributions Date (other than any such agreements set forth in the Transaction Agreements). (d) From and after the Distribution DateDistributions Time, New Alpha Xxxxxxx-Xxxxxx shall be entitled to any refund of or credit for Alpha Xxxxxxx-Xxxxxx Taxes, provided that the Generico Xxxxx Parties shall be entitled to receive and retain any refund of Taxes (A) to the extent such refund is attributable to a Tax Carryover Attribute relating of any member of the Xxxxx Group or (B) such refund was credited against any liability of the Xxxxxxx-Xxxxxx Parties to the Generico BusinessXxxxx Parties pursuant to Section 2.06 of this Agreement. From and after the Distribution DateDistributions Time, Gholdco New Xxxxx shall be entitled to any refund of or credit for Generico TaxesTaxes to which Xxxxxxx-Xxxxxx is not entitled pursuant to the preceding sentence. Notwithstanding the foregoing (but without duplication), any Tax refund attributable to a change in accounting method for lease accounting for the Taxable year ended September 30, 2005 shall be considered for the account of the Xxxxxxx-Xxxxxx Parties for purposes of Section 2.06.

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, the Alpha Parties SpinCo shall indemnify, defend, defend and hold harmless the Generico ABI Indemnified Parties from and against, against any and all Indemnifiable Losses incurred or suffered by one or more of the Generico ABI Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Taxes (including, for the avoidance of doubt, any Alpha Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which New Alpha is liable under Section 2.04SpinCo Taxes. Any amount payable by the Alpha Parties SpinCo to the Generico ABI Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties SpinCo or any Alpha SpinCo Affiliate with respect to such Tax after the Distribution Date to any Generico ABI Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha PartiesParty. (b) From and after the Distribution Date, the Generico ABI Parties shall indemnify, defend, defend and hold harmless the Alpha SpinCo Indemnified Parties from and against, against any and all Indemnifiable Losses incurred or suffered by one or more of the Alpha SpinCo Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Generico ABI Taxes (including, for the avoidance of doubt, any Generico ABI Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which Gholdco is liable under Section 2.04. Any amount payable by the Generico ABI Parties to the Alpha Parties SpinCo with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico ABI Parties or any Generico ABI Affiliate with respect to such Tax after the Distribution Date to any Alpha SpinCo Indemnified Party and by any Prior Payments made on behalf of the Generico Parties. The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable yearParty. (c) Any and all prior Tax sharing agreements or practices between the Generico ABI Parties or any Gholdco ABI Subsidiary, on the one hand, and the Alpha Parties SpinCo or any Alpha SpinCo Subsidiary, on the other hand, shall automatically be terminated as of the Distribution Date (other than any such agreements set forth in the Transaction Agreements). (d) From and after the Distribution Date, New Alpha SpinCo shall be entitled to any refund of or credit for Alpha SpinCo Taxes, provided that the Generico Parties shall be entitled to receive and retain any refund of Taxes to the extent such refund is attributable to a Tax Carryover Attribute relating to the Generico Business. From and after the Distribution Date, Gholdco the ABI Parties shall be entitled to any refund of or credit for Generico ABI Taxes.