Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganization or the Distribution, then half of any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of New D&B and the other half of any such Tax liability shall be the responsibility of the Corporation.
Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganization, then any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of New D&B; provided, however, that to the extent specific cash allocations for such Taxes are made in connection with the Distribution, New D&B shall be relieved of its liability for such Taxes.
Restructuring Taxes. Notwithstanding any other provision of this ------------------- Agreement to the contrary, any liability with respect to Restructuring Taxes shall be allocated as follows:
Restructuring Taxes. (a) Notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in this Section 3.6, Western Atlas shall pay fifty percent (50%) of all Restructuring Taxes and UNOVA shall pay fifty percent (50%) of all Restructuring Taxes. UNOVA and each member of the UNOVA Group will jointly and severally indemnify Western Atlas and each member of the Western Atlas Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes, and Western Atlas and each member of the Western Atlas Group will jointly and severally indemnify UNOVA and each member of the UNOVA Group against and hold them harmless from any payment of Restructuring Taxes in excess of fifty percent (50%) of such taxes.
Restructuring Taxes. Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and filed by the party responsible for preparing (or causing to be prepared) and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement, if Subsidiary is the party responsible for preparing any such Tax Return (or portion thereof) (each a "Subsidiary IPO Tax Return"), Subsidiary shall provide to FMC, no later than twenty (20) Business Days following the IPO Date, a written list of those Subsidiary IPO Tax Returns that Subsidiary reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which FMC will be responsible pursuant to this Section 9. Within twenty (20) Business Days following the receipt of such list, FMC shall provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that FMC wishes to review. Subsidiary shall provide any such Subsidiary IPO Tax Returns (or portions thereof) to FMC (no later than forty-five (45) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of such Tax Return (taking into account applicable extensions)), for FMC's review and approval, which approval, to the extent it relates to any Tax Item resulting from, or arising out of, the Restructuring may be withheld by FMC in its sole discretion and any such Tax Item shall be reported as determined by FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide FMC with a reasonable period of time within which to review any such Subsidiary IPO Tax Return prior to the filing of such Tax Return, then the parties shall cooperate in order that FMC may participate in the preparation of such Tax Return and have the rights otherwise provided in this Section 9.2(a).
Restructuring Taxes. Notwithstanding that the Restructuring and Project Constructor occurred prior to the Effective Date, notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all fees, costs and expenses, including reasonable attorneys’ fees, arising out of, or incident to, any proceedings before any Tax Authority, or any judicial authority, with respect to any amount for which it is liable for under Section 5.12(a) hereof.
Restructuring Taxes. Notwithstanding any other provision of this Agreement to the contrary, the responsibility for Restructuring Taxes imposed on or attributable to any Group Member shall be allocated between Parent and Cal Dive as follows:
Restructuring Taxes. For purposes of this Agreement, the amount of Taxes arising out of or attributable to the Restructuring Transactions (“Restructuring Taxes”) shall equal the excess, in any taxable period in which the Restructuring Transactions occurred, of (a) the amount of Taxes actually imposed upon a party hereto over (b) the amount of Taxes that would have been imposed upon such party if the Restructuring Transactions had not occurred. For the avoidance of doubt, Restructuring Taxes shall not include (i) the use of or reduction in any losses, deductions or credits, or (ii) Taxes imposed in a taxable period other than that in which the Restructuring Transactions occur even if such Taxes would have been eliminated or reduced through the use of losses, deductions or credits described in clause (i) if the Restructuring Transactions had not occurred.
Restructuring Taxes. (a) (i) Notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in this Section 3.03(a) or in Section 9.03 of the Distribution Agreement, New Xxxxxx shall pay or cause to be paid, and shall fully indemnify and hold harmless the Company from and against, all Restructuring Taxes, including all liability, costs and expenses associated with claims with respect to such Restructuring Taxes asserted by third parties against any member of the Company Group. New Xxxxxx hereby assumes and agrees to pay prior to the due date thereof all such Restructuring Taxes, which payment may be made either directly to the appropriate taxing authority by New Xxxxxx (provided that New Xxxxxx shall provide the Company with written notice of such payment at least ten business days prior to the due date of the corresponding Tax Return and provide proof of such payment within five business days of making such payment) or to the Company which shall then forward such New Xxxxxx payment to the appropriate taxing authority.
Restructuring Taxes. As used herein, “Restructuring Taxes” means any Taxes imposed and any Incidental Costs incurred as a result of a Final Determination that the Distribution fails to qualify as tax-free due to the application of Sections 355(d) or 355(e) of the Code.
