Examples of Valero Group in a sentence
Valero agrees to indemnify and hold harmless each member of the Corner Store Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Valero Group having supplied, pursuant to this Section 8, a member of the Corner Store Group with inaccurate or incomplete information in connection with a Tax liability.
Corner Store shall reimburse Valero for all reasonable costs and expenses incurred by the Valero Group in obtaining a Ruling or Unqualified Tax Opinion requested by Corner Store within ten Business Days after receiving an invoice from Valero therefor.
The Tax treatment reported on any Tax Return for which Corner Store is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Valero or any member of the Valero Group or caused or to be caused to be filed by Valero, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Valero Group Transaction Returns”), to the extent Valero notifies Corner Store in writing of such Tax treatment.
Corner Store shall be liable for, and shall indemnify and hold harmless the Valero Group from and against any liability for, Taxes which are allocated to Corner Store under this Section 2.
In the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corner Store Group, on the one hand, and the Valero Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Valero’s insurance carrier(s) (including any submissions prior to the Distribution Date).
Valero shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Valero Group.
In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “Tax Advisor Dispute”) between any member of the Valero Group and any member of the Corner Store 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 resolve the Tax Advisor Dispute.
The parties agree that Corner Store, and not Valero, shall be ultimately responsible for all third-party costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Valero Group or Corner Store Group associated with the Corner Store Financing Arrangements.
Each member of the Valero Group shall execute and deliver to Corner Store (or such member of the Corner Store Group as Corner Store shall designate) any power of attorney or other similar document requested by Corner Store (or such designee) in connection with any Tax Contest (as to which Corner Store is the Controlling Party) described in this Section 10.
In the event that a member of the Valero Group, on the one hand, or a member of the Corner Store Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.