SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for: (i) any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and (iii) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.
Appears in 6 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 EQT Group from and against any liability for:
(i) any Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Separation Transactions;
(ii) any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, Agreement or any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) any Distribution Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement7.05.
Appears in 3 contracts
Sources: Tax Matters Agreement (Equitrans Midstream Corp), Tax Matters Agreement (EQT Corp), Tax Matters Agreement (Equitrans Midstream Corp)
SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Distributing Group from and against any liability for:
(i) any Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;
(ii) any Tax resulting from a breach by SpinCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement, Agreement or any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.
Appears in 3 contracts
Sources: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)
SpinCo Liability. SpinCo Spinco shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:
(i) Fifty percent (50%) of any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Parent Group (if such member is primarily liable for such Tax) or Spinco on the transfers occurring made pursuant to the TransactionsSeparation and Distribution Agreement or any Ancillary Agreements in order to effect the Separation and the Distribution;
(ii) any Tax resulting from a breach by SpinCo Spinco of any representation or covenant in this Agreement, the Separation and Distribution Agreement, Agreement or any Ancillary Agreement, any Representation Letter or any Tax Opinion/Ruling; and
(iii) any Tax-Related Losses for which SpinCo Spinco is responsible pursuant to Section 7.05 7.03 of this Agreement.
Appears in 1 contract