Common use of Ameriprise Liability Clause in Contracts

Ameriprise Liability. Notwithstanding any other provision of this Agreement or the provisions of any closing agreement relating to Dual Consolidated Losses (defined below) of any member of the Ameriprise Group ("Closing Agreement"), Ameriprise shall be liable for, and indemnify AXP and AXP Affiliates against (i) any Tax liability together with interest, penalties and additions to Tax (including, without limitation, the interest charge described in or that results from the application of Treasury Regulations Section 1.1503-2 or Treasury Regulations Section 1.1503-2A, or interest determined under any Closing Agreement that arises from any triggering event or recapture under such regulations or Closing Agreement), applicable to an item of deduction or loss of Ameriprise or an Ameriprise Affiliate (a "Dual Consolidated Loss") or from the receipt of any payment under this Article VI and (ii) any costs or expenses (including, without limitation, external attorneys' and accountants' fees) incurred by AXP or an AXP Affiliate in connection with determining, avoiding or contesting Recapture Taxes (defined below) or enforcing the provisions of this Article VI. All indemnifiable amounts described in this Section 6.01 shall be collectively referred to as "Recapture Taxes", to be determined in accordance with Section 6.02 below.

Ameriprise Liability. Notwithstanding any other provision of this Agreement or the provisions of any closing agreement relating to Dual Consolidated Losses (defined below) of any member of the Ameriprise Group ("‘‘Closing Agreement"’’), Ameriprise shall be liable for, and indemnify AXP and AXP Affiliates against (i) any Tax liability together with interest, penalties and additions to Tax (including, without limitation, the interest charge described in or that results from the application of Treasury Regulations Section 1.1503-2 or Treasury Regulations Section 1.1503-2A, or interest determined under any Closing Agreement that arises from any triggering event or recapture under such regulations or Closing Agreement), applicable to an item of deduction or loss of Ameriprise or an Ameriprise Affiliate (a "‘‘Dual Consolidated Loss"’’) or from the receipt of any payment under this Article VI and (ii) any costs or expenses (including, without limitation, external attorneys' ’ and accountants' ’ fees) incurred by AXP or an AXP Affiliate in connection with determining, avoiding or contesting Recapture Taxes (defined below) or enforcing the provisions of this Article VI. All indemnifiable amounts described in this Section 6.01 shall be collectively referred to as "‘‘Recapture Taxes"’’, to be determined in accordance with Section 6.02 below.