Examples of Embarq Group in a sentence
Sprint Nextel will pay Embarq the amount of tax attributable to adjustments in taxable income or apportionment that decrease the income tax liability of the Embarq Group.
Embarq will pay Sprint Nextel the amount of tax attributable to adjustments that increase the taxable income of the Embarq Group.
Sprint Nextel will pay Embarq the reduction in tax attributable to adjustments that decrease the taxable income of the Embarq Group.
This covenant is personal and non-transferable, except to the extent it may be extended under this agreement to new Embarq Group members or other Persons described in Section 3.03(a).
Any such tax liabilities attributable to the Embarq Group that are existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.
The methodologies and the principles in settling intercompany accounts and related Liabilities and other matters between Sprint or any member of the Sprint Group, on the one hand, and Embarq or any member of the Embarq Group, on the other hand, will be as set forth on Schedule 2.08.
To the extent any Ancillary Agreement contains any indemnification obligation relating to any Sprint Group Liability, Sprint Group Asset, Embarq Group Liability or Embarq Group Asset contributed, assumed, retained, transferred, delivered or conveyed under the Ancillary Agreement, the indemnification obligations contained in this agreement will not apply and instead the indemnification obligations set forth in the Ancillary Agreement will govern.
Sprint and Embarq will use commercially reasonable efforts to, and to cause the members of their respective Groups to, novate each agreement set forth on Schedule 2.04 in the name of the member of the Embarq Group or Sprint Group identified in Schedule 2.04 for that agreement, to substitute in all respects for the applicable member of the Embarq Group or Sprint Group as an original party to that agreement.
Embarq and each member of the Embarq Group, on the one hand, and Sprint and each member of the Sprint Group, on the other hand, hereby terminate, effective as of Distribution Time, each agreement, arrangement, commitment and understanding, whether or not in writing, identified on Schedule 2.03, except that any provision thereof that purports to survive termination will survive in accordance with its terms.
Except as otherwise agreed by the Parties, after the Distribution Time, Embarq will defend Actions that constitute Embarq Group Liabilities and Sprint will defend Actions that constitute Sprint Group Liabilities.