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].
Appears in 1 contract
Sources: Master Separation Agreement (D.E Master Blenders 1753 B.V.)
CoffeeCo. Except as set forth in Sections 2.02(a)(i), (a)(iii) and (b2.02(b), the CoffeeCo Group shall be responsible for and shall indemnify and hold Sara Lee ▇▇▇▇ ▇▇▇ and its affiliates Affiliates harmless from and against
(A) any Other Taxes that are attributable referred to members of the CoffeeCo Group for all Taxable periodsin 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].
Appears in 1 contract
Sources: Tax Sharing Agreement (D.E Master Blenders 1753 N.V.)