Allegion definition
Examples of Allegion in a sentence
IR will reasonably cooperate with Allegion in complying with the immediately preceding sentence.
Allegion will reasonably cooperate with IR in complying with the immediately preceding sentence.
IR and Allegion shall reasonably cooperate with one another in a timely manner in any Proceeding involving any matter that may result in an indemnification obligation pursuant to this Agreement.
For the avoidance of doubt, with respect to the CA Proceedings, Allegion and its affiliates shall take any action, agree to any settlement or agreement and file such other documentation or requests and appoint such counsel and advisors as directed by IR (including, to the extent relevant, filing a request for binding arbitration) and conversely, shall take no material action with respect to such proceedings (including communicating with any taxing authorities) without IR’s written consent.
Subject to Section 3.3 and except as provided in Schedule 3 hereto, Allegion shall prepare and file or cause to be prepared and filed all Tax Returns in respect of Standalone Allegion Taxes of Allegion and each Allegion Subsidiary for all periods ending on or after the Distribution Date.
Receipt of consent by Allegion from IR under the provisions of this Section 3.7 shall not limit or modify Allegion’s continuing indemnification obligations under Section 2.1 hereof.
Allegion hereby confirms all representations and agreements made by it in any Tax Representation Letter.
In the event Allegion does not fulfill its obligations pursuant to this Section 3.3(b), IR shall be entitled, at the sole cost and expense of Allegion, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return.
In consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the IR Group, on the one hand, and any member of the Allegion Group, on the other, shall be terminated as of the Distribution Date, and neither Party shall have any continuing rights or obligations thereunder.
All such Tax Returns that are to be prepared and filed by IR pursuant to this paragraph that include Taxes for which Allegion is responsible pursuant to this Agreement shall be submitted to Allegion for its review and comment not later than thirty (30) days prior to the due date for the filing of such Tax Returns (or, if such due date is within forty-five (45) days following the Distribution Date, as promptly as practicable following the Distribution Date).