Examples of ParentCo Group in a sentence
Each member of the ParentCo Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article IX.
Without the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned, or delayed, no member of the ParentCo Group shall provide access to, copies of, or otherwise disclose to any Person, any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted.
Each member of the SpinCo Group shall execute and deliver to ParentCo (or such member of the ParentCo Group as ParentCo shall designate) any power of attorney or other similar document reasonably requested by ParentCo (or such designee) in connection with any Tax Contest (as to which ParentCo is the Controlling Party) described in this Article IX.
Exhibit B contains provisions relating to procedures for and allocations of Tax liabilities on the separation of certain members of the SpinCo Group and/or certain members of the ParentCo Group from groups of companies that file a Joint Return in respect of Foreign Income Taxes or Foreign Other Taxes pursuant to the laws of Australia, France, Germany, the Netherlands, and the United Kingdom.
In the event that a member of the ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.
Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Manitowoc ParentCo or any member of the Manitowoc ParentCo Group or caused or to be caused to be filed by Manitowoc ParentCo, unless there is no reasonable basis for such Tax treatment.
Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by ParentCo or any member of the ParentCo Group or caused or to be caused to be filed by ParentCo.
In furtherance thereof, in the event of any dispute between any member of the ParentCo Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to attempt to resolve the dispute.
Within twenty (20) Business Days following the receipt of any notice described in Section 4.1(a): (i) if ParentCo is the Responsible Company, then SpinCo shall pay to ParentCo the amount allocable to the SpinCo Group under the provisions of Article II; and (ii) if SpinCo is the Responsible Company, then ParentCo shall pay to SpinCo the amount allocable to the ParentCo Group under the provisions of Article II.
This Agreement, the Separation Agreement, the Employee Matters Agreement, and the Transition Services Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersede all other agreements, whether or not written, in respect of any Tax between or among any member or members of the ParentCo Group, on the one hand, and any member or members of the SpinCo Group, on the other hand.