Tax Allocation Agreement. Other than pursuant to any Requirement of Law, the Borrower shall maintain in effect the Tax Allocation Agreement and shall not agree to any amendment, modification or waiver thereof that materially and adversely impairs the ability of the Borrower to repay the Loans and other obligations under the Loan Documents.
Tax Allocation Agreement a. Parent shall provide to the Company a list of the entities that will be included in the consolidated United States federal income tax return to be filed by Parent for the current taxable period. Parent shall notify the Company of any changes to such list for the current taxable period and for any subsequent taxable period in which the Company is an "includible corporation" (within the meaning of Section 1504 of the Code) with respect to Parent. To the extent that the Company's Tax items are consolidated with the Tax items of any other entities on any Tax Return for any taxable period, the Company shall prepare pro forma Separate Company Tax Returns with respect to such taxable period, shall provide copies of such Returns to Parent and each Member prior to the date that is 30 days prior to the date of filing of the consolidated returns that will include the items reported on the Separate Company Tax Returns, and shall pay to the Parent an amount equal to the Taxes that would be payable by the Company and its subsidiaries if the Company and its subsidiaries filed Separate Company Tax Returns for such taxable period. The amount payable for any taxable period shall take into account any estimated tax or withholding tax previously paid by the Company or its subsidiaries with respect to such taxable period and the carryforward (determined on a Separate Company Tax Return basis) of any deductions, credits or other Tax items of the Company or its subsidiaries from preceding taxable periods. Such payments shall be made to the Parent on or prior to the date such payments (including estimated tax payments) would have been due to the Internal Revenue Service (or such other relevant Tax authority) if the Company and its subsidiaries were required to file Separate Company Tax Returns with such Tax authority. In the event that Parent or any Member disagrees with the amount of Taxes shown on any pro forma Separate Company Tax Return provided to it by the Company, such party shall notify the Company of such dispute within 10 days of its receipt of such return. In the event of such a dispute, Parent, the Company and the Members agree to consult and to attempt in good faith to resolve such dispute. If any such dispute is not resolved at least 10 days prior to the due date for filing the consolidated return, the party initiating such dispute shall be entitled to have such Separate Company Tax Return and the computation of Taxes shown thereon reviewed by the Company's outsi...
Tax Allocation Agreement. All matters relating to Taxes shall be governed exclusively by the Tax Allocation Agreement, except as may be expressly stated herein or therein. In the event of any inconsistency with respect to such matters between the Tax Allocation Agreement and this Agreement or any other Ancillary Agreement, the Tax Allocation Agreement shall govern to the extent of the inconsistency.
Tax Allocation Agreement. Tax Allocation Agreement" means the Tax Allocation Agreement dated as of December 31, 2000 between REI and Resources.
Tax Allocation Agreement. Tax Allocation Agreement" means the Ancillary Agreement which is attached as an exhibit to the Separation Agreement.
Tax Allocation Agreement. The Tax Allocation Agreement shall have been executed and shall contain the following provisions: (i) a joint and several indemnity from the Distributed Companies in favor of the Company and the Retained Subsidiaries from and against any Losses with respect to Taxes resulting from any Adverse Tax Act of any of the Distributed Companies or their Subsidiaries; (ii) an indemnity from each of the Distributed Companies in favor of the Company from and against any Losses with respect to Taxes resulting from the Pre-Distribution Transactions or the Distributions, as a result of the failure of the Pre-Distribution Transactions or the Distributions to qualify under sections 355 or 368 of the Code or otherwise, including, without limitation, by reason of any stock or securities of any Distributed Company failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code, except to the extent such Losses result from any Adverse Tax Act by any of the Company, the Retained Subsidiaries, the Distributed Companies or any of their Subsidiaries, provided that each Distributed Company shall be only liable for the portion of such Losses that bears the same ratio to the aggregate amount of such Losses as the Market Capitalization of such Distributed Company bears to the aggregate Market Capitalization of the Company and the Distributed Companies and provided, further, that each Distributed Company shall be liable for 100% of any such Losses attributable to any "deferred intercompany transaction" to the extent such Loss is attributable to any "intercompany item" that such Distributed Company or any of its Subsidiaries is required to take into account immediately prior to the Distributions pursuant to Treasury Regulations section 1.1502-13; (iii) customary provisions providing for control and participation rights with respect to any administrative and judicial proceedings with respect to Taxes, including the right of the Person primarily responsible for the relevant indemnification obligation thereunder to control any such proceeding. Notwithstanding anything to the contrary in the preceding sentence, no Distributed Company shall be entitled to assume control of any portion of any administrative or judicial proceeding with respect to Taxes unless such Distributed Company shall have theretofore acknowledged in writing its liability for such Taxes pursuant to the Tax Allocation Agreement; and (iv) Any tax saving or other benefit attributable any compen...
Tax Allocation Agreement. The Parties agree to negotiate in good faith and enter into the Tax Allocation Agreement on or before the Exchange Date.
Tax Allocation Agreement. The Majority Lenders hereby consent to the termination by the Parent and the Borrower of the Tax Allocation Agreement pursuant to the terms contained therein upon the satisfaction of all liabilities thereunder.
Tax Allocation Agreement. Seller shall not permit the amendment of the Tax Allocation Agreement in any way which has an adverse effect on Seller.
Tax Allocation Agreement. The Tax Allocation Agreement shall have been executed and shall contain the following provisions:
