CoffeeCo Sample Clauses
CoffeeCo. The CoffeeCo Group shall be responsible for and shall indemnify and hold ▇▇▇▇ ▇▇▇ and its Affiliates harmless from and against
(A) 50% of any Separation Taxes that are not due to any act, failure to act or omission identified in this subsection (b) on the part of any member of the CoffeeCo Group or the ▇▇▇▇ ▇▇▇ Group, or any Separation Tax liability arising out of or in connection with the accuracy of any description of events, facts or circumstances on or prior to the Distribution Date as contained in or made in connection with the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or other Transaction Agreements, including any misrepresentation or omission by ▇▇▇▇ ▇▇▇, CoffeeCo or DutchCo contained in any such document with respect to any period prior to the Distribution, but excluding in each case for this purpose any statement concerning a Party’s plan or intention with respect to actions or operations after the Distribution Date,
(B) 100% of all Separation Taxes arising out of, based upon or relating or attributable to any breach by CoffeeCo or DutchCo of any representation, warranty, covenant or obligation contained in this Agreement, any other Transaction Agreement, the Ruling Request, the Ruling Documents, the Tax Opinion, any CoffeeCo Representation Letter, or otherwise made by CoffeeCo or DutchCo in connection with the Separation, but excluding for this purpose the breach of any representations (including those described in Section 4.01(a)(i)) not concerning a Party’s plan or intention with respect to actions or operations after the Distribution Date, and
(C) 100% of all Separation Taxes arising from any event post-Distribution involving the stock or assets of DutchCo or CoffeeCo or any of their Affiliates which causes the Distribution to be a Taxable event to ▇▇▇▇ ▇▇▇ as a result of the application of Section 355(e) of the Code or a similar provision of state or local Tax law.
CoffeeCo. Except as set forth in Sections 2.02(a)(i), (a)(iii) and (b), the CoffeeCo Group shall be responsible for and shall indemnify and hold Sara Lee and its affiliates harmless from and against
(A) any Other Taxes that are attributable to members of the CoffeeCo Group for all Taxable periods,
(B) any non-U.S. Income Taxes that are attributable to members of the CoffeeCo Group for all Taxable periods, including any non-U.S. Income Taxes attributable to the Internal Reorganization,
(C) all U.S. federal, state and local Income Tax liability (whether consolidated, combined, unitary or separate) of a member of the CoffeeCo Group for a Post-Distribution Period (which, for the avoidance of doubt, includes all U.S. federal and state Income Taxes imposed on or attributable to a member of the CoffeeCo Group in connection with the Merger and the Post-Exchange Restructuring) and
(D) any Tax liability or contractual liability for an indemnity obligation relating to Taxes in respect of dispositions or other transactions listed on Schedule [2].
CoffeeCo. Except as set forth in Sections 2.02(a)(i), (a)(iii) and 2.02(b), the CoffeeCo Group shall be responsible for and shall indemnify and hold ▇▇▇▇ ▇▇▇ and its Affiliates harmless from and against
(A) any Other Taxes referred to in Section 2.03(b), (B) any non-U.S. Income Taxes that are attributable to members of the CoffeeCo Group for all Taxable periods, including any non-U.S. Income Taxes attributable to the Internal Reorganization,
(C) all U.S. federal, state and local Income Tax liability (whether consolidated, combined, unitary or separate) of a member of the CoffeeCo Group for a Post-Distribution Period (which, for the avoidance of doubt, includes all U.S. federal and state Income Taxes imposed on or attributable to a member of the CoffeeCo Group in connection with the Merger and the Post-Exchange Restructuring) and
(D) any Tax liability or contractual liability for an indemnity obligation relating to Taxes in respect of dispositions or other transactions listed on Schedule 2. (iii) Subpart F. All U.S. federal Income Taxes arising under Section 951(a) of the Code (or any similar provision of state, local or foreign law) (including any tax resulting from an investment in United States property and subject to pro-ration as required by law) as a result of any member of the ▇▇▇▇ ▇▇▇ Group or the CoffeeCo Group being a United States shareholder (within the meaning of Section 951(b) of the Code or a similar provision of state, local or foreign law) during ▇▇▇▇ ▇▇▇’▇ 2012 fiscal year, shall be the responsibility of the Party on which such Taxes are imposed by law (excluding for this purpose, any liability imposed on such Party solely as a result of being part of the ▇▇▇▇ ▇▇▇ Consolidated Group by operation of Treasury Regulation § 1.1502-6), except to the extent that such U.S. federal Income Taxes is attributable to (X) a Section 956 Loan (as described in Section 2.02(a)(i)(F) above), in which case liability shall be allocated to ▇▇▇▇ ▇▇▇ pursuant to Section 2.02(a)(i)(F) or (Y) redemption premium paid to DEF Finance S.N.C. in connection with the Debt Exchange to the extent that the payment of any such redemption premium generates a current deduction for ▇▇▇▇ ▇▇▇, in which case liability shall be allocated to ▇▇▇▇ ▇▇▇ to the extent of ▇▇▇▇ ▇▇▇’▇ current deduction.