TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS Sample Clauses

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 4.01, TCCC and the members of the CCE Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes for any Post-Closing Period attributable to any member of the CCE Group or the North American Business, other than (A) Taxes arising as a result of the Separation Transactions (including the Merger), or any transaction incidental thereto entered into for the purpose of effecting the Separation Transactions, as mutually agreed by the Parties, except to the extent such Taxes are described in clause (ii) or arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement or the Merger Agreement by TCCC or any of its Subsidiaries or, following the Effective Time, any member of the CCE Group, and (ii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do not arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries (collectively, the “TCCC Taxes”). (b) Except as provided in Section 4.01, Splitco and the members of the Splitco Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (i) all Taxes attributable to any member of the Splitco Group or the Other CCE Businesses, (ii) all Taxes for any Pre-Closing Period attributable to any member of the CCE Group or the North American Business, (iii) 50% of any Taxes arising as a result of the Merger not qualifying under Section 355 of the Code, to the extent such Taxes do no arise as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by TCCC, Splitco or any of their Subsidiaries, and (iv) the Taxes described in Section 2.03(a)(i)(A) (collectively, the “Splitco Taxes”). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of ...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (i) Loews and the other members of the Loews Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes attributable to any member of the Loews Group for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only to the extent such Taxes arise solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Loews Taxes”). (ii) Lorillard and the other members of the Lorillard Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Lorillard Taxes”). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary ...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Except as provided in Section 11.8, Buyer and the Nordic Companies shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) all Taxes for any Post-Closing Period attributable to any Nordic Company (collectively, the “Buyer Taxes”). (b) Except as provided in Section 11.8, Seller shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) all Taxes for any Pre-Closing Period attributable to a Nordic Company (collectively, the “Seller Taxes”). (c) In order to apportion appropriately any Taxes relating to a tax period that would otherwise be a Straddle Period between the portion of such period ending as of the end of the Closing Date and the portion of such period beginning after the Closing Date, the parties shall, to the extent permitted under applicable Law, elect with the relevant Governmental Entity to treat for all Tax purposes the Closing Date as the last day of a taxable year (in which case such period will not be a Straddle Period). In the case of any Taxes for a Straddle Period for which such election to close the taxable year is not permitted, the portion of such Taxes that is allocable to the portion of the Straddle Period ending as of the end of the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, an amount equal to the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the Straddle Period prior to and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the Taxable Year ended on and included the Closing Date. Any income, deductions, gains or losses recognized on transactions not in the ordinary course of business on or prior to Closing will be allocated to the Pre-Closing Period, and any income, deductions, gains or losses recognized on any transactions not in the ordinary course of business after the Closing (including after the Closing but on the Closing Date) will be ...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Merger, Valor shall be liable for and shall indemnify and hold the AT Co. Group harmless against (i) any net liability for Income Taxes of a member of the Spinco Group (and Valor and the Spinco Group shall be entitled to receive and retain any net refund of Income Taxes or other net Tax Benefit) attributable to the treatment of payments received from a federal or state universal services fund (“USF Payments”) in respect of the Spinco Business for the period from January 1, 1997, to the Distribution Date, taking into account (x) any refund of Income Taxes with respect to USF Payments previously not treated as contributions to capital within the meaning of Section 118(a) of the Code, (y) cost recovery deductions arising from property acquired with USF Payments and (z) Income Taxes payable as a result of a failure of a USF Payment to be treated as a contribution to capital within the meaning of Section 118(a) of the Code, in each case with respect to such period (a “USF Tax Amount”), (ii) any Other Taxes arising in the Pre-Distribution Period and attributable to a member of the Spinco Group or to the employees, assets or transactions of the Spinco Business, except for Other Taxes arising in respect of the Contribution (including the Preliminary Restructuring) or the Distribution and (iii) any liability for Taxes arising in the Post-Distribution Period and attributable to a member of the Spinco Group or to the assets, employees, or transactions of the Spinco Business. Except with respect to indemnification pursuant to clause (i), all indemnification pursuant to this Section 2.04(a) shall be on a net after-Tax basis. (b) Except for Taxes specifically allocated to Valor under this Agreement or for which Valor has indemnified AT Co. pursuant to the Merger Agreement, AT Co. shall be liable for and shall indemnify and hold Valor and its Subsidiaries and the Spinco Group harmless against, on a net after-Tax basis, any Tax liability (i) of the AT Co. Group or any AT Consolidated Group or any member thereof or attributable to the employees, assets or transactions of the AT Co. Business or (ii) of the Spinco Group or any member thereof, including Taxes arising from any Distribution Disqualification other than Taxes for which Valor is responsible pursuant to Article X of the Merger Agreement. (c) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax shari...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) eLoyalty shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless TSC and the TSC Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by TSC or one or more of the TSC Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any eLoyalty Taxes and (ii) any amount determined to be eLoyalty's liability under Section 3.04. eLoyalty shall be entitled to any refund of or credit for Taxes for which eLoyalty is responsible under this Section 3.03(a). (b) TSC shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless eLoyalty and the eLoyalty Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by eLoyalty or one or more of the eLoyalty Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any TSC Taxes and (ii) any amount determined to be TSC's liability under Section 3.04. TSC shall be entitled to any refund of or credit for Taxes for which TSC is responsible under this Section 3.03(b). (c) Except as set forth in this Agreement, the Reorganization Agreement or any other Operating Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the TSC Group and any member of the eLoyalty Group shall be terminated with respect to the eLoyalty Group as of the Distribution Date.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Parametric Sound shall be responsible for the payment of (and shall be entitled to any refund of or credit for) all Taxes (i) that are attributable to Parametric Sound or the Parametric Business for any taxable period, in accordance with the principles set forth in Section 2.01(a)(4), provided, however, that (x) the determination of any such Taxes for any Pre-Distribution Period shall be made treating Parametric Sound or the Parametric Business, as applicable, as a stand-alone corporation, using methods and conventions consistent with past practices, (y) such Taxes shall not include any Taxes incurred by either Party in connection with either the Contribution or the Distribution, and (z) such Taxes shall be net of any Tax attributes attributable to Parametric Sound, the Parametric Business or LRAD that are available (taking into account any Tax liability incurred by LRAD in connection with either the Contribution or the Distribution) to reduce (whether or not they actually reduce) the Tax Liability of either Party for any Pre-Distribution Period or LRAD for any Post-Distribution Period, or (ii) resulting from any breach of or inaccuracy in any representation, covenant or obligation of Parametric Sound under this Agreement (collectively, “Parametric Taxes”). (b) LRAD shall be responsible for the payment of (and shall be entitled to any refund of or credit for) all Taxes (i) that are attributable to LRAD, other than Parametric Taxes, or (ii) resulting from any breach of or inaccuracy in any representation, covenant or obligation of LRAD under this Agreement (collectively, “LRAD Taxes”). (c) If, prior to the Distribution, a deposit (including a payment of estimated Taxes) was made with respect to any Tax for which Parametric Sound is responsible under this Agreement, such deposit shall be assigned to Parametric Sound and Parametric Sound shall be liable only for the amount of such Tax ultimately due in excess of the applicable deposit. To the extent the amount of such deposit exceeds the amount of Tax attributable to such deposit that is ultimately due, then such excess shall be paid to and retained by LRAD. (d) Refunds received and the amount of credits claimed by one Party with respect to Taxes for which the other Party is responsible under this Agreement, shall be remitted to such other Party within five days after the first Party receives such refund or files the Tax Return claiming such refund or credit, as applicable. In the event that any such cred...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) TCM shall be liable for and shall indemnify and hold the Xxxx Group harmless against, on a net after Tax basis, (i) any liability for sales, use, personal property (tangible or intangible), real property, and ad valorem Taxes arising in the Pre-Distribution Period and attributable to a member of the TCM Group or to the assets or transactions of the TCM Business, and (ii) any liability for Taxes of any kind arising in the Post-Distribution Period and attributable to a member of the TCM Group or to the assets, employees, or transactions of the TCM Business. (b) Except for Taxes specifically allocated to TCM under Section 2.03(a) or Section 2.04(b), Xxxx shall be liable for and shall indemnify and hold the TCM Group harmless against, on a net after Tax basis, any Tax liability of the Xxxx Group or of the TCM Group. (c) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Xxxx Group and any member of the TCM Group shall be terminated with respect to the TCM Group as of the Distribution Date. (d) TCM shall be entitled to any refund of or credit for Taxes for which TCM is responsible under this Agreement, and Xxxx shall be entitled to any refund of or credit for Taxes for which Xxxx is responsible under this Agreement.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Distribution Date, Western Union shall be liable for and pay, and shall indemnify, defend, and hold harmless FDC and each of the FDC Parties from and against, any and all Losses and Expenses incurred or suffered by FDC or one or more of the FDC Parties in connection with or arising from (i) any Taxes (excluding Restructuring Taxes) that are attributable to or imposed in respect of any of the Western Union Parties, the Western Union Businesses or any employees, assets or transactions of the Western Union Businesses (including any Pre-Distribution Period or Post-Distribution Period and taking into account the allocation principles of Sections 3.05 and 3.09) (“Western Union Taxes”) and (ii) any Restructuring Taxes for which Western Union is liable pursuant to Section 3.04. Any liability of Western Union with respect to any Tax pursuant to this Section 3.03(a) shall be reduced by estimated payments with respect to such Tax previously made to FDC. Western Union shall be entitled to any refund of or credit for Taxes for which Western Union is responsible under this Section 3.03(a). (b) From and after the Distribution Date, FDC shall be liable for and pay, and shall indemnify, defend, and hold harmless Western Union and each of the Western Union Parties from and against, any and all Losses and Expenses incurred or suffered by Western Union or one or more of the Western Union Parties in connection with or arising from (i) any Taxes (excluding Restructuring Taxes) that are attributable to or imposed in respect of any of the FDC Parties, the FDC Businesses or any employees, assets or transactions of the FDC Businesses (including any Pre-Distribution Period or Post-Distribution Period and taking into account the allocation principles of Sections 3.05 and 3.09) (“FDC Taxes”) and (ii) any Restructuring Taxes for which FDC is liable pursuant to Section 3.04. FDC shall be entitled to any refund of or credit for Taxes for which FDC is liable under this Section 3.03(b). (c) To the extent that any fees, costs or expenses paid by one party pursuant to Section 11.1 of the Separation Agreement provide a Tax benefit to the other party during any Post-Distribution Period, the party receiving such Tax benefit shall remit to the paying party the amount of such benefit, net of any reasonable third-party out-of-pocket costs incurred to determine the amount of such benefit, for all affected taxable years or periods, with the amount of such benefit mutually dete...

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) SpinCo's Obligations. Other than liabilities dealt with elsewhere in this Agreement, SpinCo shall be liable for and shall indemnify and hold Parent and its Affiliates harmless on an After Tax Basis against any tax liability for any member of the SpinCo Group, including the portion of any tax liability resulting from the inclusion of any member of the SpinCo Group in a Common Consolidated Tax Return as determined under Section 2.03(c). Except as provided in Section 3.01 for refunds attributable to carrybacks, SpinCo shall be entitled to any refund of or credit for taxes for which SpinCo is responsible under this Section 2.03(a) or with respect to which SpinCo is required to file a Tax Return under Section 2.01 hereof.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Distribution Time, Spinco shall, in a manner consistent with Article IV of the Separation Agreement (including the principles of Section 4.05 of the Separation Agreement), indemnify, defend, and hold harmless Xxxxxxx-Xxxxxx and the Xxxxxxx-Xxxxxx Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by Xxxxxxx-Xxxxxx or one or more of the Xxxxxxx-Xxxxxx Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Spinco Taxes (including, for the avoidance of doubt, any Spinco Taxes arising from a redetermination thereof from an audit or examination); and (ii) any amount determined to be Spinco’s liability under Section 2.04. Any amount payable by Spinco to Xxxxxxx-Xxxxxx with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by Spinco or any Spinco Affiliate with respect to such Tax after the Distribution Date to any Xxxxxxx-Xxxxxx Indemnified Party. From and after the Distribution Time, Spinco shall be entitled to any refund of or credit for Taxes for which Spinco is responsible under this Agreement. (b) From and after the Distribution Time, Xxxxxxx-Xxxxxx shall, in a manner consistent with Article IV of the Separation Agreement (including the principles of Section 4.05 of the Separation Agreement), indemnify, defend, and hold harmless Spinco and the Spinco Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by Spinco or one or more of the Spinco Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Xxxxxxx-Xxxxxx Taxes (including, for the avoidance of doubt, any Xxxxxxx-Xxxxxx Taxes arising from a redetermination thereof from an audit or examination); and (ii) any amount determined to be Xxxxxxx-Xxxxxx’x liability under Section 2.04. Any amount payable by Xxxxxxx-Xxxxxx to Spinco with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by Xxxxxxx-Xxxxxx or any Xxxxxxx-Xxxxxx Affiliate with respect to such Tax after the Distribution Date to any Spinco Indemnified Party. From and after the Distribution Time, Xxxxxxx-Xxxxxx shall be entitled to any refund of or credit for Taxes for which Xxxxxxx-Xxxxxx is responsible under this Agreement. (c) Except as set forth in this Agreement or the Separation Agreement and in consideration of the mu...