Examples of Zapaxx Xxxup in a sentence
The Zapaxx Xxxup shall pay all Taxes of the Zapaxx Xxxup and shall be entitled to receive and retain all refunds of Taxes of the Zapaxx Xxxup with respect to Taxable Periods beginning after the Effective Date which are attributable to the Zapaxx Xxxinesses.
Zapaxx xxxll have full responsibility and discretion in the handling of any Tax controversy, including, without limitation, an audit, a protest to the Appeals Division of the IRS, and litigation in Tax Court or any other court of competent jurisdiction involving a Tax Return of the Consolidated Group or the Zapaxx Xxxup.
Zapaxx xxxl immediately pay to ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate any Tax refund described in this Section 3.10 when such refund is received by the Zapaxx Xxxup.
Zapaxx xxxl immediately pay to ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate any Tax refund (or reduction in Tax liability) resulting from a carry-back of a post-acquisition tax attribute of ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliates into the Zapaxx Xxxsolidated Group Tax Return, when such refund or reduction is realized by the Zapaxx Xxxup.
Zapaxx xxxll defend, indemnify and hold harmless ZAP.XXX xxx each ZAP.XXX Xxx-Closing Affiliate and ZAP.XXX xxxll indemnify and hold harmless each member of the Zapaxx Xxxup from and against any payment required to be made under this Agreement as a result of the breach by a member of the Zapaxx Xxxup or by ZAP.XXX xx a ZAP.XXX Xxx-Closing Affiliate, as the case may be, of any obligation under this Agreement.
XXX xxxll indemnify and hold harmless Zapaxx xxx each member of the Zapaxx Xxxup from and against any liability, cost or expense, including without limitation, any fine, penalty, interest, charge or reasonable accountant's fee, for any Tax required under this Agreement to be paid by ZAP.XXX xx any ZAP.XXX Xxxt-Closing Affiliate.
This Agreement and the applicable provisions of the Distribution Agreement constitute the entire agreement of the parties concerning the subject matter hereof, and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Zapaxx Xxxup, on the one hand, and ZAP.XXX xxx any ZAP.XXX Xxx-Closing Affiliate, on the other hand.
This Agreement and the applicable provisions of the Separation Agreement constitute the entire agreement of the parties concerning the subject matter hereof, and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Zapaxx Xxxup, on the one hand, and Protein and any Protein Pre-Closing Affiliate, on the other hand.
Zapaxx xxxl immediately pay to Protein and any Protein Pre-Closing Affiliate any Tax refund (or reduction in Tax liability) resulting from a carryback of a post-acquisition tax attribute of Protein and any Protein Pre-Closing Affiliates into the Zapaxx Xxxsolidated Group Tax Return, when such refund or reduction is realized by the Zapaxx Xxxup.
If the Protein Final Returns show a net operating loss or other tax benefit that is utilized by Zapaxx xx any member of the Zapaxx Xxxup and, therefore, is not allocated to the entity incurring such tax benefit pursuant to Treas.