RJRN Tax Group definition
Examples of RJRN Tax Group in a sentence
In its sole and absolute discretion, Holdings may determine that the RJRN Tax Group shall be required to conduct such Tax Proceedings following the provision by Holdings of not less than 180 days' notice to the Designated RJRN Affiliate to such effect.
If, pursuant to a Final Determination, any amount paid by Holdings, the members of the Nabisco Tax Group or the members of the RJRN Tax Group under this Agreement results in any increased tax liability or reduction of any Tax Asset of the recipient of such payment, then, in addition to any amounts otherwise owed under this Agreement, the payor shall pay the sum of (i) any interest or penalty attributable to such increased tax liability or to the reduction of such Tax Asset, and (ii) the After-Tax Amount.
Holdings and each member of the Nabisco Tax Group covenant to each member of the RJRN Tax Group that (i) during the Two-Year Period, Holdings, Nabisco and Nabisco, Inc.
Nabisco agrees that Holdings and the RJRN Tax Group, as applicable, shall have no liability for any tax or any increase in indemnification obligations resulting from any action referred to in the preceding sentence and agrees to hold harmless such corporations from any such tax or increase in indemnification obligations.
Holdings and each member of the Nabisco Tax Group represent to each member of the RJRN Tax Group that as of the date of this Agreement there is no plan or intention to (i) liquidate Holdings, Nabisco or Nabisco, Inc.
Holdings shall conduct, and shall have full control over all matters relating to, any Tax Proceedings in connection with any Federal Employment Tax for which (i) any member of the Nabisco Tax Group is liable with respect to a taxable year that begins prior to a Nabisco Deconsolidation, or (ii) any member of the RJRN Tax Group is liable with respect to a taxable year that begins prior to the Distribution Date.
If and to the extent that any claim for refund or contest relating to amounts paid under Section 3.07(a) shall be unsuccessful, any payment made by Nabisco or the Designated RJRN Affiliate under Section 3.07(a) shall be credited toward any payment obligations of Nabisco or the RJRN Tax Group, respectively, under Article 3.
The RJRN Tax Group agrees that Holdings and the Nabisco Tax Group shall have no liability for any Tax resulting from any action referred to in the preceding sentence and agrees to hold harmless Holdings and the Nabisco Tax Group from any such Tax.
Each of RJRN and the other members of the RJRN Tax Group acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and that irreparable harm would occur.
RJRN and RJRT shall guarantee the obligations under this Agreement of each other member of the RJRN Tax Group.