Sole Tax Sharing Agreement. Except for this Agreement, the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, the Acquiror Group or the JV Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group, the Acquiror Group, the JV Group or the Parent Group shall have any further rights or liabilities thereunder, and, except for the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group, the Acquiror Group or the JV Group, on the one hand, and the members of the Parent Group, on the other hand.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the L Brands Group, on the one hand, and any member of the VS Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the Parties thereto. Following the Distribution, no member of the VS Group or the L Brands Group shall have any further rights or liabilities thereunder, and this Agreement and the Distribution Documents (to the extent such Distribution Documents reflect an agreement between the Parties as to Tax sharing) shall be the sole Tax sharing agreements between the members of the VS Group, on the one hand, and the members of the L Brands Group, on the other hand.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Distributing Group, on the one hand, and any member of the Controlled Group, on the other hand, shall be or shall have been terminated on or before the Distribution Date. Following the Distribution, neither the members of the Controlled Group nor the members of the Distributing Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreements between the members of the Controlled Group, on the one hand, and the members of the Distributing Group, on the other hand. Distributing and Controlled shall act in good faith in the performance of this Agreement.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the RGHL Group, on the one hand, and any member of the RCPI Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution Date, no member of the RCPI Group or the RGHL Group shall have any further rights or liabilities thereunder, this Agreement shall be the sole Tax sharing agreement between the members of the RCPI Group on the one hand, and the members of the RGHL Group, on the other hand; provided, however, that this Section 2 shall not apply to agreements entered into in the ordinary course of business the primary subject matter of which is not related to Taxes.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the VF Group, on the one hand, and any member of the Kontoor Brands Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the Kontoor Brands Group or the VF Group shall have any further rights or liabilities thereunder, and, except for Section 6.08 of the Separation Agreement, Section 5.01 of the Transition Services Agreement, and Section 8.05 of the Employee Matters Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the Kontoor Brands Group on the one hand, and the members of the VF Group, on the other hand.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Company Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group or the Company Group shall have any further rights or liabilities thereunder, and, [except for [·]]5, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group or the Parent Group, on the one hand, and the members of the Company Group, on the other hand. 5 Note to Draft: Tax-related provisions of other Ancillary Agreements and the Canada Xxxx of Sale to be cross-referenced. Currently, agreements to be cross-referenced are: Sections 3 and 4 of the Assignment and Assumption Agreement and Xxxx of Sale among General Electric Canada, General Electric Canada Company and Wabtec Transportation Canada Inc.; Sections 4.03 and 4.04 of the Research Center Rental Agreement, dated as of December 1, 2018, between GE India Industrial Pvt Ltd and GE Global Sourcing India Private Limited; Section 5.04 of the Transition Services Agreement between General Electric Company and Transportation Systems Holdings Inc.; Sections 4.04 and 4.05 of the Research and Development Agreement between General Electric Company and Transportation Systems holdings Inc.; the Employee Matters Agreement (to the extent relating to Taxes) among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.; and Sections 4.04 and 4.05 of the Research & Development Agreement between GE India Industrial Pvt Ltd and Transportation Systems Holding Inc.
Sole Tax Sharing Agreement. (a) Except for Sections 7.03, 8.04 and 10.08 of the Distribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, among two or more of Holdings, any member of the Nabisco Tax Group and any member of the RJRN Tax Group (including, without limitation, the Tax Sharing Agreement dated January 26, 1995 between Holdings and Nabisco) shall be or shall have been terminated as of the Distribution Date. On and after the Distribution Date, none of Holdings, the members of the Nabisco Tax Group and the members of the RJRN Tax Group shall have any rights or liabilities (including, without limitation, any rights and liabilities that accrued prior to the Distribution Date) under such terminated agreements and arrangements, and this Agreement shall be the sole Tax sharing agreement among such corporations.
Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of The Limited Group and any member of the Abercrombie & Fitch Group shall be terminated as of the effective date of this Agreement. As of the date of this Agreement, neither the members of the Abercrombie & Fitch Group nor the members of The Limited Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole tax sharing agreement between the members of the Abercrombie & Fitch Group and the members of The Limited Group. Notwithstanding the foregoing, if any such termination is not binding on any taxing authority, the Abercrombie & Fitch Group shall hold the affected member of The Limited Group harmless against any adverse effect which would have been avoided if such termination had been given effect by such taxing authority.
Sole Tax Sharing Agreement. This Agreement shall constitute the entire agreement between Parent and SpinCo and their respective Affiliates (including direct or indirect corporate Subsidiaries, controlled partnerships, and controlled limited liability companies) with respect to the subject matters herein. Further, for the avoidance of doubt, this Agreement (and not the Second Amended and Restated Agreement of Limited Partnership of MPC LP) shall control with respect to any matters set forth herein, including but not limited to preparing and filing MPC LP Tax Returns, making any Tax elections on behalf of MPC LP, designation of the “tax matters partner” of MPC LP and the control and resolution of disputes regarding MPC LP Tax Returns.
