Examples of DDR Group in a sentence
All members of the DDR Group and RVI Group shall prepare all Tax Returns in accordance the Final Allocation.
RVI and each member of the RVI Group hereby waives compliance by each and every member of the DDR Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the RVI Assets or RVI Properties to any member of the RVI Group.
DDR and RVI desire to set forth their agreement on the rights and obligations of DDR and RVI and the members of the DDR Group and the RVI Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.
DDR and each member of the DDR Group hereby waives compliance by each and every member of the RVI Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the DDR Assets to any member of the DDR Group.
DDR and RVI agree to take all necessary actions to assure the full release and discharge of DDR and the other members of the DDR Group from all obligations (other than with respect to any RVI Line of Credit Guaranty) pursuant to the RVI Financing Arrangements as of no later than the Effective Time.
Neither DDR nor any of the members of the DDR Group shall have any obligation to secure extended reporting for any claims under any Liability policies of DDR or any member of the DDR Group for any acts or omissions by any member of the RVI Group incurred prior to the Effective Time.
Each member of the DDR Group shall execute and deliver to RVI (or such member of the RVI Group as RVI shall designate) any power of attorney or other similar document requested by RVI (or such designee) in connection with any Tax Contest (as to which RVI is the Controlling Party) described in this Section 9.
DDR will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the DDR Group.
DDR shall not make, and shall not permit any other member of the DDR Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against RVI or any other member of the RVI Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
DDR shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the DDR Group is responsible for preparing under Section 3 of this Agreement, and RVI shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the RVI Group is responsible for preparing under Section 3 of this Agreement.