Examples of NLOP Group in a sentence
Each Intercompany Account outstanding immediately prior to the Distribution Date (other than those set forth on Section 2.5 of the Disclosure Schedule), will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the WPC Group and the NLOP Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.
NLOP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting NLOP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the NLOP Group, whether or not the privileged information is in the possession of or under the control of WPC or NLOP.
WPC 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 WPC Group is responsible for preparing under Article 3 of this Agreement, and NLOP 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 NLOP Group is responsible for preparing under Article 3 of this Agreement.
Each member of the WPC Group shall execute and deliver to NLOP (or such member of the NLOP Group as NLOP shall designate) any power of attorney or other similar document reasonably requested by NLOP (or such designee) in connection with any Tax Contest (as to which NLOP is the Controlling Party) described in this Article 8.
In the event of a Tax Contest with respect to Taxes for a Pre-Distribution Period for which NLOP is responsible pursuant to Article II and for which NLOP provides written notice to WPC prior to the end of the Coverage Period, WPC shall indemnify and hold harmless the NLOP Group from any additional Taxes assessed or imposed in connection with such Tax Contest for a Pre-Distribution Period but only to the extent such Taxes are described in the Coverage Limit set forth in Appendix C.
WPC shall prepare and file, or cause to be prepared and filed, all WPC Separate Returns and Joint Returns, and each member of the NLOP Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as WPC may determine, after consulting with NLOP in good faith, are required or appropriate, or otherwise requested by WPC in connection with the filing of such Joint Return.
Except as provided in Section 3.3(b) of this Agreement, WPC shall prepare all Joint Returns and NLOP shall prepare all NLOP Separate Tax Returns in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the NLOP Group and the members of the WPC Group prior to the Distribution Date.
Each member of the NLOP Group shall execute and deliver to WPC (or such member of the WPC Group as WPC shall designate) any power of attorney or other similar document requested by WPC (or such designee) in connection with any Tax Contest (as to which WPC is the Controlling Party) described in this Article 8.