Examples of WKKC Group in a sentence
WKKC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the WKKC Group.
Kellanova shall in good faith advise WKKC in writing of the amount (if any) of any Tax Attributes which Kellanova determines, in its sole and absolute discretion, shall be allocated or apportioned to the WKKC Group under applicable Tax Law.
WKKC and all members of the WKKC Group shall prepare all Tax Returns in accordance with such written notice.
WKKC shall not make, and shall not permit any other member of the WKKC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Kellanova or any other member of the Kellanova Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).
The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered, unless agreed otherwise, solely for the benefit of the Kellanova Group or the WKKC Group, as the case may be.
At any time after the Distribution Date when the WKKC Group proposes to destroy any Tax Records, WKKC shall first notify Xxxxxxxxx in writing, and the Kellanova Group shall be entitled to receive such records or documents proposed to be destroyed.
To the extent permissible under applicable Law, Kellanova hereby waives compliance by each and every member of the WKKC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Kellanova Assets to any member of the Kellanova Group.
WKKC will 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 WKKC Group.
Notwithstanding anything to the foregoing, WKKC shall not be deemed to have released any claim, defense, fact or circumstance, which WKKC determines after the Effective Time is necessary or desirable to defend against any Action brought by any director, officer, employee, contractor, or agent or to prosecute any claim or Action against any director officer, employee, contractor or agent relating to the work such individual performed for the WKKC Group prior to the Effective Time.
Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Kellanova Group and any member of the WKKC Group shall be terminated with respect to the WKKC Group as of the Distribution Date.