Treatment of Payments Tax Gross Up. 29 Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments 29 Section 12.02 Tax Gross Up 29 Section 12.03 Interest Under This Agreement 29 Section 13. Disagreements 30 Section 14. Late Payments 31 Section 15. Expenses 31 Section 16. General Provisions 31 Section 16.01 Addresses and Notices 31 Section 16.02 Counterparts; Entire Agreement; Corporate Power 31 Section 16.03 Waiver 32 Section 16.04 Severability 32 Section 16.05 Assignability 33 Section 16.06 Further Action 33 Section 16.07 Integration 33 Section 16.08 Headings 33 Section 16.09 Governing Law 33 Section 16.10 Amendment 33 Section 16.11 Xxxx Subsidiaries 33 Section 16.12 Successors 33 Section 16.13 Specific Performance 34 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August 2, 2018, by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Xxxx Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Xxxx”) (collectively, the “Companies” and each a “Company”).
Treatment of Payments Tax Gross Up. 13.1 Treatment of Tax Indemnity and Tax Benefit Payments. n the absence of any change in tax treatment under the Code or other applicable Tax Law,
Treatment of Payments Tax Gross Up. SECTION 13.01. Treatment of Tax Indemnity and Tax Benefit Payments 23 SECTION 13.02. Tax Gross Up 23 SECTION 13.03. Interest Under This Agreement 23
Treatment of Payments Tax Gross Up. (a) Except to the extent otherwise required by a change in Tax treatment under the Code or other applicable Tax law, SpinCo and Parent agree that, for all Income Tax purposes, (i) any indemnity payment payable pursuant to this Agreement or by the Separation and Distribution Agreement or the Employee Matters Agreement (not including, for the avoidance of doubt, any payment to fund the Parent Non-Qualified Liabilities) shall be treated as if it occurred immediately prior to the Distribution and shall be treated as being distributed or contributed, as appropriate, pursuant to the Plan of Reorganization that includes the Distribution and (ii) any payment of interest or state Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. The Parties shall cooperate in good faith (including, where relevant, by using commercially reasonable efforts to establish local payment arrangements between each Party’s Subsidiaries) to minimize or eliminate, to the extent permissible under applicable law, any Tax that would otherwise be imposed with respect to any payment required by this Agreement or by the Separation and Distribution Agreement (or maximize the ability to obtain a credit for, or refund of, any such Tax).
Treatment of Payments Tax Gross Up. 20 SECTION 14. Disagreements......................................................................... 21 SECTION 15.
Treatment of Payments Tax Gross Up. 15 SECTION 11.01 Treatment of Tax Indemnity and Tax Benefit Payments 15 SECTION 11.02 Tax Gross Up 15 SECTION 11.03 Interest Under This Agreement 15 ARTICLE XII Disagreements 16 ARTICLE XIII Late Payments 16 TABLE OF CONTENTS (continued) ARTICLE XIV Expenses 17 ARTICLE XV General Provisions 17 SECTION 15.01 Notices 17 SECTION 15.02 Binding Effect 17 SECTION 15.03 Waiver 17 SECTION 15.04 Confidentiality 18 SECTION 15.05 Severability 18 SECTION 15.06 Authority 18 SECTION 15.07 Further Action 18 SECTION 15.08 Integration 19 SECTION 15.09 Construction 19 SECTION 15.10 No Double Recovery 19 SECTION 15.11 Counterparts 19 SECTION 15.12 Governing Law; Jurisdiction 19 SECTION 15.13 Waiver of Jury Trial 20 SECTION 15.14 Amendment 20 SECTION 15.15 Subsidiaries 20 SECTION 15.16 Assignability 20 SECTION 15.17 Injunctions 20 TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).
Treatment of Payments Tax Gross Up. To the extent permitted by applicable law, the parties agree that any payment made pursuant to this Agreement shall be treated as a capital contribution or dividend distribution, as the case may be, immediately prior to the Effective Date, for all Tax purposes, and accordingly, as not includible in the taxable income of the recipient. If notwithstanding the manner in which such payments were reported, there is an adjustment to the Tax liability of any Indemnitee as a result of its receipt of a payment pursuant to this Agreement, such payment shall be made on an After Tax Basis. Sabre or AMR will pay any amount due and payable pursuant to this Agreement on or before the 15th day following the earlier of written agreement or final determination that such amount is due and payable. All payments shall be made by wire transfer to the bank account designated by the Indemnitee for such purposes, and on the date of such wire transfer the Indemnitor shall give the Indemnitee notice of the transfer.
Treatment of Payments Tax Gross Up. SECTION 13.01. Treatment of Tax Indemnity and Tax Benefit Payments 23 SECTION 13.02. Tax Gross Up 24 SECTION 13.03. Interest Under This Agreement 24 ARTICLE XIV Disagreements ARTICLE XV Late Payments
Treatment of Payments Tax Gross Up. 31 Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments 31 Section 13.02 Tax Gross Up 31 Section 13.03 Interest Under This Agreement 31 Section 14. Disagreements 31 Section 15. Late Payments 32 Section 16. Expenses 33 Section 17. General Provisions 33 Section 17.01 Addresses and Notices 33 Section 17.02 Binding Effect 33 Section 17.03 Waiver 33 Section 17.04 Severability 34 Section 17.05 Authority 34 Section 17.06 Further Action 34 Section 17.07 Integration 34 Section 17.08 Construction 34 Section 17.09 No Double Recovery 34 Section 17.10 Counterparts 35 Section 17.11 Governing Law 35 Section 17.12 Jurisdiction 35 Section 17.13 Amendment 35 Section 17.14 SpinCo Subsidiaries 35 Section 17.15 Successors 35 Section 17.16 Injunctions 35 TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 31, 2010, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and a wholly owned subsidiary of Motorola (“Mobility”) (Motorola and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
Treatment of Payments Tax Gross Up
