Ashland Global Indemnity Sample Clauses
The Ashland Global Indemnity clause establishes the obligation of one party to compensate or protect another party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause outlines the specific types of claims or events covered, such as third-party lawsuits, regulatory penalties, or breaches of contract, and may detail procedures for making indemnity claims. Its core practical function is to allocate risk between the parties, ensuring that the party best positioned to manage or prevent certain risks bears the financial responsibility if those risks materialize.
Ashland Global Indemnity. Ashland Global shall indemnify the Valvoline Group and hold it harmless from:
(a) any taxes payable for a taxable period (or portion thereof) ending prior to the date of Deconsolidation (other than taxes that arise out of a contest, examination or audit by a Taxing Authority) with respect to a Tax Return required to be prepared (or caused to be prepared) by Ashland Global pursuant to Section 2.01;
(b) with respect to taxes payable for a taxable period (or portion thereof) ending prior to the date of Deconsolidation that arise out of a contest, examination or audit by a Taxing Authority:
(i) 100% of such taxes that are directly attributable to the Chemicals Business;
(ii) 100% of such taxes that are directly attributable to neither the Chemicals Business nor the Valvoline Business and are payable to a Taxing Authority other than a Taxing Authority of the United States or any state or political subdivision thereof or the District of Columbia; and
(iii) if such taxes are directly attributable to neither the Chemicals Business nor the Valvoline Business and are payable to a Taxing Authority of the United States or any state or political subdivision thereof or the District of Columbia (“Clause (iii) Taxes”):
(A) 0% of all Clause (iii) Taxes until the aggregate amount of all Clause (iii) Taxes paid by any party hereto or any Affiliate thereof equals $26 million; and
(B) 50% of all Clause (iii) Taxes thereafter; in each case, as such taxes are attributed pursuant to Section 4.06;
(c) any taxes incurred as a result of any gain recognized pursuant to a gain recognition agreement entered into by any member of the Ashland Global Consolidated Group by reason of an action or failure to act on or after the Separation Date by any member of the Ashland Global Group in accordance with Section 1.367(a)-8 of the Regulations, excluding any gain required to be recognized as a result of Deconsolidation being a “triggering event” (within the meaning of those Regulations); and
(d) any Transaction Taxes allocated to Ashland Global pursuant to Section 4.03; excluding, in each case, any tax for which Valvoline is responsible under Section 4.02.
Ashland Global Indemnity. Ashland Global shall indemnify the Valvoline Group and hold it harmless from:
(a) any taxes payable for a taxable period (or portion thereof) ending prior to the date of Deconsolidation (other than taxes that arise out of a contest, examination or audit by a Taxing Authority) with respect to a Tax Return required to be prepared (or caused to be prepared) by Ashland Global pursuant to Section 2.01;
(b) with respect to taxes payable for a taxable period (or portion thereof) ending prior to the date of Deconsolidation that arise out of a contest, examination or audit by a Taxing Authority:
(i) 100% of such taxes that are directly attributable to the Chemicals Business;
(ii) 100% of such taxes that are directly attributable to neither the Chemicals Business nor the Valvoline Business and are payable to a Taxing Authority other than a Taxing Authority of the United States or any state or political subdivision thereof or the District of Columbia; and
(iii) if such taxes are directly attributable to neither the Chemicals Business nor the Valvoline Business and are payable to a Taxing Authority of the United States or any state or political subdivision thereof or the District of Columbia (“Clause (iii) Taxes”): (A) 0% of all Clause (iii) Taxes until the aggregate amount of all Clause (iii) Taxes paid by any party hereto or any Affiliate thereof equals $26 million; and