Gain Recognition Agreement Taxes Sample Clauses

Gain Recognition Agreement Taxes. Each member of the New Ashland Inc. Group shall comply with the terms of any Section 367 "gain recognition agreement" executed by a member of the Ashland Group during a Pre-Closing Period, including, without limitation, by including the gain, if any, required to be recognized pursuant to the terms of any such agreement (or by virtue of the application of any provision of Treasury Regulation Section 1.367(a)-8) and the payment of any Tax that is required to be paid pursuant to Treasury Regulation Section 1.367(a)-8(b)(3). If a Tax Authority determines that any member of the Ashland Group or the New Ashland Inc. Group has failed to comply with the terms of any such agreement or any provision of Treasury Regulation Section 1.367(a)-8, the New Ashland Inc. Group shall be liable for any resulting liability for Taxes and each member of the New Ashland Inc. Group shall indemnify each member of the Marathon Group against any such Tax liability.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Gain Recognition Agreement Taxes. In the event that any Taxes become due and payable to a Taxing Authority with respect to the GRAs listed in Schedule 6.1 or any related new or amended GRAs, then, notwithstanding anything to the contrary in this Agreement:
Sample 1Sample 2Sample 3
Gain Recognition Agreement Taxes. If a Taxing --------------------------------- Authority determines that any member of the Xxxx Group or Arch Group has failed to comply with the terms of any Code Section 367 "gain recognition agreement" executed by a member of the Xxxx Group during a Pre-Distribution Period, and such non-compliance is attributable to any action or omission by a member of the Arch Group or any other affiliate of Arch after the Distribution, the Arch Group shall be liable for any resulting Tax liability (such liability, a "GRA Tax Liability").
Sample 1Sample 2
Gain Recognition Agreement Taxes. If a Tax Authority -------------------------------- determines that any member of the Hewlett-Packard Group has failed to comply with the terms of any Gain Recognition Agreement executed by a member of the Hewlett-Packard Group during a Pre-Separation Period, and such non- compliance is attributable to any action or omission by a member of the Agilent Group after the Distribution Date, the Agilent Group shall indemnify and hold harmless the Hewlett-Packard Group for any Tax Detriment arising therefrom.
Sample 1
Gain Recognition Agreement Taxes. If a Taxing Authority determines that any member of the USI Subgroup or the LCA Subgroup has failed to comply with the terms of any Code Section 367 "gain recognition agreement" executed by a member of the USI Subgroup for any tax period before the Distribution and any "gain recognition agreement" entered into with respect to the Corporate Restructuring Transactions or the Distribution, and such non-compliance is attributable to any action or omission by a member of the LCA Subgroup or any other affiliate of LCA after the Distribution, the LCA Subgroup shall be liable for any resulting Tax (such liability, a "GRA Tax Liability") and the LCA Subgroup shall indemnify and hold harmless the USI Subgroup with respect thereto.
Sample 1
Gain Recognition Agreement Taxes. Each member of the Txx Hortons Group shall comply with the terms of any Section 367 gain recognition agreement executed by a member of the Wendy’s Group during an Affiliation Year that relates in whole or substantial part to a member of the Txx Hortons Group, including by including the gain, if any, required to be recognized pursuant to the terms of any such agreement (or by virtue of the application of any provision of Treasury Regulation Section 1.367(a)-8) and the payment of any Tax that is required to be paid pursuant to Treasury Regulation Section 1.367(a)-8(b)(3). If a Tax Authority determines that any member of the Wendy’s Group or the Txx Hortons Group has failed to comply with the terms of any such agreement or any provision of Treasury Regulation Section 1.367(a)-8, the Txx Hortons Group shall be liable for any resulting liability for Taxes and each member of the Txx Hortons Group shall indemnify each member of the Wendy’s Group against any such Tax liability.
Sample 1

Related to Gain Recognition Agreement Taxes

  • Tax Agreement It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N681FE), dated as of June 15, 1998, between the Lessee and the Owner Participant.

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • EXECUTION OF SETTLEMENT AGREEMENT 37. This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Application to Master Agreement For the avoidance of doubt, Clause 21.5 does not apply in respect of sums due from the Borrower to the Swap Bank under or in connection with the Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of the Master Agreement shall apply.

Time is Money Join Law Insider Premium to draft better contracts faster.