Examples of Solta Group in a sentence
Parent and Solta, as the case may be, each hereby guarantees and agrees to otherwise perform the obligations of each other member of the Parent Group or the Solta Group, respectively, under this Agreement.
Any and all costs relating to the hiring of the New Agency Transfer Employees that are incurred by the Parent Group, the Solta Group or the SpinCo Group, as applicable, shall constitute Parent Retained Employee Liabilities, and shall be reimbursed by Parent or Solta, as applicable, to the applicable member of the SpinCo Group, as applicable.
If any member of the Solta Group is required to make a payment to a Taxing Authority for Taxes allocated to Parent under Section 3, Parent shall pay the amount of such Taxes to Solta in accordance with Section 10 and Section 11.
Parent shall be entitled to any Tax Refund (including any interest actually received on or in respect thereof) received by any member of the Parent Group or any member of the Solta Group, other than any Tax Refund to which Solta is entitled pursuant to Section 8(b) (or, with respect to any Solta Carried Item, Section 6).
Solta shall not, and shall not permit any other member of the Solta Group to, take or fail to take any action in a manner that management of Solta knows, or should know, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the IPO Date to which any member of the Solta Group or the Parent Group is a party.
To the extent any Joint Tax Return reflects operations of the Solta Group for a Taxable period that includes the IPO Date, Parent shall include in such Joint Tax Return the results of such member of the Solta Group, as the case may be, on the basis of the Closing of the Books Method to the extent permitted by Applicable Tax Law.
If a member of the Solta Group is responsible for the filing of any such Tax Return under Applicable Tax Law, Parent shall, subject to the procedures set forth in Sections 4(c), 4(d) and 4(e), deliver such prepared Tax Return to Solta in advance of the applicable filing deadline.
Parent shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of the Parent Group is responsible for filing under this Section 4, and Solta shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of the Solta Group is responsible for filing under this Section 4.
With respect to any Solta Separate Tax Return, Solta and the other members of the Solta Group shall include Tax Items in such Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which Parent is responsible to the extent such Tax Items are allocated in accordance with this Agreement.
If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section 5 and carried forward to a Solta Separate Tax Return, any Tax benefits arising from such carryforward shall be retained by the Solta Group.