Examples of Continental Affiliate in a sentence
Holdings and each Holdings Affiliate shall jointly and severally indemnify Continental and each Continental Affiliate, and hold them harmless from and against any Tax or Losses that are attributable to, or results from, the failure of Holdings or any Holdings Affiliate to make any payment required to be made under this Agreement.
Continental and each Continental Affiliate shall jointly and severally indemnify Holdings and each Holdings Affiliate, and hold them harmless from and against any Tax or Losses that are attributable to, or results from the failure of Continental or any Continental Affiliate to make any payment required to be made under this Agreement.
Holdings shall timely pay (or cause to be paid) to the appropriate Tax Authorities all Taxes of Holdings or any member of the Holdings Group reflected on a Separate Return and, except as provided below, shall have no claim against Continental or any Continental Affiliate for any such Taxes.
Each of Continental and Holdings shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Employee Benefits Separation Agreement to be performed by a Continental Affiliate or a Holdings Affiliate, respectively.
Notwithstanding any other provision of this Agreement, no member of the Holdings Group shall be required to provide Continental or any Continental Affiliate access to or copies of (1) any Tax information as to which any member of the Holdings Group is entitled to assert the protection of any privilege, or (2) any Tax information as to which any member of the Holdings Group is subject to an obligation to maintain the confidentiality of such information.
This Agreement shall constitute the entire agreement between Continental or any Continental Affiliate and Holdings or Holdings Group Taxpayer with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
Absent a Final Determination to the contrary or a change in applicable law, Continental shall (and shall cause each Continental Affiliate to) and Holdings shall (and will cause each Holdings Group Taxpayer to) file all federal income Tax Returns in a manner consistent with such schedule.
Holdings and each Holdings Affiliate shall jointly and severally indemnify Continental, each Continental Affiliate and their respective Representatives, and hold them harmless from and against any net Taxes or net Losses attributable to Holdings or any Holdings Affiliate supplying Continental or any Continental Affiliate with inaccurate or incomplete information, in connection with the preparation of any Tax Return, any Proceeding or any calculation under this Agreement.
Continental shall be responsible for providing continuation coverage as required by COBRA under a Continental Welfare Plan to any employee, officer, director, consultant, or agent of Continental, any Continental Affiliate, Holdings, and each Holdings Affiliate, and other qualified beneficiaries under COBRA with respect to such individuals, who have a COBRA qualifying event (due to termination of employment with any of the foregoing entities or otherwise) ("COBRA Continuee") prior to the IPO Date.
Continental and each Continental Affiliate shall jointly and severally indemnify Holdings, each Holdings Affiliate and each of their respective Representatives, and hold them harmless from and against any net Taxes or net Losses attributable to Continental or any Continental Affiliate supplying Holdings or any Holdings Affiliate with inaccurate or incomplete information, in connection with the preparation of any Tax Return, any Proceeding, or any calculation under this Agreement.