Examples of Generico Parties in a sentence
The Generico Parties will cause to be performed and hereby guarantee the performance of all actions, agreements and obligations set forth herein to be performed by any of their Subsidiaries.
Unless the parties otherwise agree in writing, the Alpha Parties and the Generico Parties shall elect and shall cause each of the Alpha Subsidiaries or Generico Subsidiaries to elect, where permitted by Applicable Laws, to carry forward any loss, credit or similar Tax attribute arising in a Post-Distribution Period, with respect to a Covered Group Return (“Tax Carryover Attribute”) that could, in the absence of such election, be carried back to a Pre-Distribution Period.
The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year.
The Generico Parties shall be liable for any Restructuring Taxes that are imposed as a result of a Generico Tainting Act.
This Agreement shall be deemed to be the joint work product of the Generico Parties and the Alpha Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.
Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties.
Any recoveries by the Generico Parties, the Alpha Parties, or any of their respective Affiliates against third parties (including awards for damages) relating to Restructuring Taxes shall be shared and allocated by the parties consistently with the allocation of the underlying Restructuring Taxes.
To the extent that the amount of any such Tax benefit exceeds any payment obligation of the Alpha Parties under this Agreement, the Generico Parties shall pay the amount of such excess to the Alpha Parties when a benefit from such Tax benefit is realized.
Any amount payable by the Generico Parties to the Alpha Parties with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico Parties or any Generico Affiliate with respect to such Tax after the Distribution Date to any Alpha Indemnified Party and by any Prior Payments made on behalf of the Generico Parties.
If a refund claim for which the Alpha Parties have received payment from the Generico Parties is subsequently disallowed by the relevant Governmental Entity, the Alpha Parties shall promptly return such payment to the Generico Parties together with any interest, penalties and additions to Tax resulting from such disallowance.