Examples of ALC Group in a sentence
EHI shall be liable, and shall indemnify and hold the ALC Group harmless, for any Tax resulting from, or arising in connection with, the Transactions.
Except as set forth in this Agreement, any and all existing Tax sharing agreements, arrangements, understandings and practices regarding Tax and its payment, allocation or sharing between any member of the ALC Group and any member of the Extendicare Group shall be terminated as of the Separation.
Any Refund attributable to (i) any Tax for which any member of the ALC Group is responsible under this Article II shall be for the account of ALC and (ii) any Tax for which any member of the Extendicare Group is responsible under this Article II shall be for the account of EHI.
This Section 2.04 does not address any Tax sharing agreements solely between members of the ALC Group or solely between members of the Extendicare Group.
Each member of the Extendicare Group and the ALC Group shall cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns and Adjustment Requests, Tax Contests and other matters covered by this Agreement.
Upon request, each party shall make available to the other party the portion of Pre-Separation Period Tax Returns that relates to the ALC Group that the first party is responsible for preparing under this Article III.
The amount of Tax “attributable to” the ALC Group shall be determined in accordance with the principles described in Exhibit B.
Buyer may offset and recoup against the Holdback any amounts due by the Comfort Systems Group to the ALC Group hereunder, including the Comfort Systems Group’s indemnification obligations under Article VI and Seller’s obligations to pay the Purchase Price Adjustments, if any.
No indemnification of any ALC Group Indemnitee shall be made under Section 6.2(a) to the extent that the ALC Group Damages (other than the Receivables Damages) exceed in the aggregate 75% of the Purchase Price.
The ALC Group shall be liable for all express and implied products liability for all products shipped, distributed, assembled or sold by, or any services provided by, Seller prior to the Closing Date to the extent such products liability results from any product assembled or manufactured, or any service provided by, ALC or any of its subsidiaries.