Holcim Group definition
Examples of Holcim Group in a sentence
Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Holcim Group or the SpinCo Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Holcim Group or the SpinCo Group or any of their respective Affiliates.
This Agreement is being entered into by Holcim and SpinCo on behalf of themselves and the members of their respective groups (the Holcim Group and the SpinCo Group).
Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Holcim Group and any member of the SpinCo Group shall be terminated with respect to the Holcim Group and the SpinCo Group as of the Distribution Date.
At any time after the Distribution Date when the Holcim Group proposes to destroy any Tax Records, ▇▇▇▇▇▇ shall first notify SpinCo in writing, and the SpinCo Group shall be entitled to receive, at the cost and expense of the SpinCo Group, such records or documents proposed to be destroyed.
At any time after the Distribution Date when the SpinCo Group proposes to destroy any Tax Records, SpinCo shall first notify Holcim in writing, and the Holcim Group shall be entitled to receive, at the cost and expense of the Holcim Group, such records or documents proposed to be destroyed.
Holcim shall pay to SpinCo any Refund received by Holcim or any member of the Holcim Group that is allocable to SpinCo pursuant to this Section 2.3 no later than thirty (30) days after the receipt of such Refund.
Holcim shall prepare and file, or shall cause to be prepared and filed, when due (taking into account any applicable extensions) (a) all Joint Returns, (b) all Tax Returns required to be filed by any member of the Holcim Group under applicable Law, and (c) all Tax Returns required to be filed by any member of the SpinCo Group under applicable Law that are due on or prior to the Distribution Date.
No member of the SpinCo Group or the Holcim Group shall have any continuing rights or obligations to any member of the other Group under any such agreement, and this Agreement shall be the sole Tax sharing agreement between the members of the Holcim Group, on the one hand, and the members of the SpinCo Group, on the other hand.
Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest, or otherwise that is inconsistent with (i) the Tax Materials, (ii) the Intended Tax Treatment, or (iii) the treatment of payments between the Holcim Group and the SpinCo Group as set forth in Section 5.4.
The Parties further agree to, and agree to cause the other members of the Holcim Group or SpinCo Group (as applicable) to, cooperate and use reasonable efforts to comply with preparing and delivering any notices required or potentially required pursuant to the WARN Act and any similar state, local or foreign Law in connection with the Separation, Distribution, or other transactions contemplated by this Agreement.