SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.
Appears in 16 contracts
Sources: Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Everus Construction Group, Inc.), Tax Matters Agreement (Everus Construction Group, Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Distributing Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.
Appears in 5 contracts
Sources: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (SunCoke Energy, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent XPO Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section 2.
Appears in 5 contracts
Sources: Tax Matters Agreement (RXO, Inc.), Tax Matters Agreement (Rxo, LLC), Tax Matters Agreement (Rxo, LLC)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.
Appears in 4 contracts
Sources: Tax Matters Agreement (Aramark), Tax Matters Agreement (Vestis Corp), Tax Matters Agreement (Vestis Corp)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section Article 2.
Appears in 4 contracts
Sources: Tax Matters Agreement (Mallinckrodt PLC), Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent ParentCo Group from and against against, the following:
(i) any liability for, for Taxes which are allocated to SpinCo under this Article II or Exhibit B;
(ii) any liability for Tax-Related Losses that SpinCo is liable for under Section 26.4; and
(iii) any liability for Taxes as a result of SpinCo’s breach of a warranty or covenant in the Separation Agreement or any Related Agreement.
Appears in 4 contracts
Sources: Tax Matters Agreement, Tax Matters Agreement (nVent Electric PLC), Tax Matters Agreement (PENTAIR PLC)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2Article II.
Appears in 3 contracts
Sources: Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Manitowoc ParentCo Group from and against against:
(i) any liability for, for Taxes which are allocated to SpinCo under this Article II;
(ii) any liability for Tax-Related Losses that SpinCo is liable for under Section 26.4; and
(iii) any liability for Taxes as a result of SpinCo’s breach of a warranty or covenant in the Separation Agreement or any Ancillary Agreement (as that term is defined in the Separation Agreement).
Appears in 3 contracts
Sources: Tax Matters Agreement (Manitowoc Foodservice, Inc.), Tax Matters Agreement (Manitowoc Co Inc), Tax Matters Agreement (Manitowoc Foodservice, Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent EPC Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.
Appears in 3 contracts
Sources: Tax Matters Agreement, Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Energizer SpinCo, Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify indemnify, defend, and hold harmless the Parent Group from and against any liability forfor Taxes (and, Taxes in the case of Section 2.06, Separation Tax Losses) for which are allocated to SpinCo is responsible under this Section Article 2.
Appears in 3 contracts
Sources: Tax Matters Agreement (Amentum Holdings, Inc.), Tax Matters Agreement (Jacobs Solutions Inc.), Tax Matters Agreement (Amazon Holdco Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent IAC Group from and against any liability for, Taxes which that are allocated to SpinCo under this Section 2.
Appears in 2 contracts
Sources: Tax Matters Agreement (IAC/InterActiveCorp), Tax Matters Agreement (Vimeo, Inc.)
SpinCo Liability. SpinCo Spinco shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo Spinco under this Section 23.
Appears in 2 contracts
Sources: Tax Matters Agreement (Oneok Inc /New/), Tax Matters Agreement (ONE Gas, Inc.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Company Group from and against (x) any liability for, for SpinCo Taxes and (y) any Distribution Tax-Related Losses for which are allocated SpinCo is responsible pursuant to SpinCo under this Section 26.03.
Appears in 1 contract
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability forfor any Tax of Parent or any member of the Parent Group resulting from a breach by SpinCo of any representation or covenant made by SpinCo in the Separation Agreement, Taxes which are allocated to SpinCo under this Section 2Agreement or any other Ancillary Agreement.
Appears in 1 contract
SpinCo Liability. SpinCo Spinco shall be responsible and liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo Spinco under this Section 2.
Appears in 1 contract
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which that are allocated to SpinCo, or for which SpinCo is responsible, under this Section 2Article II.
Appears in 1 contract
Sources: Tax Matters Agreement (Healthy Choice Wellness Corp.)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, :
(i) any Separation Transaction Transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group other than any such Taxes for which are allocated Parent is liable pursuant to Section 2.05(a)(i); and
(ii) any VAT imposed by any Tax Authority on any transfer occurring pursuant to the Separation Transactions to the extent any member of the SpinCo under this Section 2Group is the transferee with respect to the relevant transfer.
Appears in 1 contract