Examples of GAMCO Group in a sentence
ACG shall make available, and cause its Subsidiaries to make available, to members of the GAMCO Group for inspection and copying (x) all Tax Records in their possession that relate to a Pre-Distribution Period, and (y) the portion of any Tax Record in their possession that relates to a Post-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the GAMCO 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).
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.
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.
Other than as expressly addressed in this Agreement, any claim for indemnification with respect to any tax Liabilities of the GAMCO Group or the ACG Group shall be governed by the Tax Indemnity and Sharing Agreement.
Notwithstanding the foregoing, indemnification will be available under clause (c) of this Section 6.3 only to the extent that those GAMCO Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied by a member of the GAMCO Group or an agent thereof acting on its behalf.