Examples of ACG Group in a sentence
GAMCO shall make available, and cause its Subsidiaries to make available, to members of the ACG Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the ACG Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.
All Tax Returns that include any members of the ACG Group or GAMCO Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations).
Any refund of or credit for Taxes resulting from any such carryback by a member of the ACG Group that cannot be waived shall be payable to ACG net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.
ACG shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the ACG Group and for which GAMCO is not responsible under Section 3.2(a), provided that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, GAMCO shall have the right to review and comment on such returns, such comment not to be unreasonably rejected.
Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the ACG Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable).
For the avoidance of doubt, no member of the GAMCO Group shall be deemed to be a predecessor or successor of ACG and no member of the ACG Group shall be deemed to be a predecessor or successor of GAMCO.
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Except as otherwise agreed by the Parties, after the Distribution Time, ACG will defend Actions that constitute ACG Group Liabilities and GAMCO will defend Actions that constitute GAMCO Group Liabilities.
Subject to ARTICLE VI of this Agreement, from and after the Distribution Time, (i) ACG shall indemnify GAMCO and its respective Representatives with respect to any claims relating to ACG Businesses, the ACG Group, or ACG Liabilities and (ii) GAMCO shall indemnify ACG and its Representatives with respect to any claims relating to GAMCO Assets, GAMCO Businesses, GAMCO Group, or GAMCO Liabilities.
If, after the Distribution, any member of the GAMCO Group or the ACG Group receives payments belonging to the ACG Group or the GAMCO Group, respectively, the recipient shall promptly account for and remit same to the other Party.