Examples of SpinCo Group in a sentence
In furtherance thereof, in the event of any dispute or disagreement between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Dispute.
All payments required to be made under this Agreement shall be made by Parent (or the Contributing Subsidiary, as determined by Parent) directly to SpinCo and by SpinCo directly to Parent (or the Contributing Subsidiary, as determined by Parent); provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, and vice versa.
Parent shall reimburse SpinCo and Merger Partner Equityholder for all reasonable out-of-pocket costs and expenses incurred by the SpinCo Group and Merger Partner Equityholder in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Parent within ten (10) Business Days after receiving a request for payment from SpinCo or Merger Partner Equityholder therefor.
Parent shall be liable for, and shall indemnify, defend, and hold harmless the SpinCo Group from and against any liability for Taxes (and, in the case of Section 2.07, Separation Tax Losses) for which Parent is responsible under this Article 2.
If, at any time, Parent, SpinCo or Merger Partner acquires or creates one or more subsidiaries that are includable in the Parent Group, SpinCo Group, or Merger Partner Group as applicable, they shall be subject to this Agreement and all references to the Parent Group, SpinCo Group, or Merger Partner Group as applicable, herein shall thereafter include a reference to such subsidiaries.