Common use of Certain Transaction Taxes Clause in Contracts

Certain Transaction Taxes. Marathon shall be liable for, shall indemnify each member of the New Ashland Inc. Group against, and shall be entitled to retain all Refunds of, less reasonable out-of-pocket costs and expenses incurred in connection with such Refund, any Transaction Taxes to the extent that such Taxes are primarily attributable to: (a) any inaccurate, written representation or warranty of fact or intent specifically made by, or specifically attributed to, any member of the Marathon Group (other than HoldCo) in the Tax Ruling Request, the Tax Ruling or a Tax Certificate and that is specified on Schedule 2.04 attached hereto (as amended from time to time by the unanimous agreement of Marathon and Ashland). (b) any breach by any member of the Marathon Group of a covenant in Section 7.03(b) of this TMA, unless such Transaction Taxes would have been imposed without regard to such inaccuracy or breach.

Certain Transaction Taxes. Marathon shall be liable for, shall indemnify each member of the New Ashland Inc. Group against, and shall be entitled to retain all Refunds of, less reasonable out-of-pocket costs and expenses incurred in connection with such Refund, any Transaction Taxes to the extent that such Taxes are primarily attributable to: (a) any inaccurate, written representation or warranty of fact or intent specifically made by, or specifically attributed to, any member of the Marathon Group (other than HoldCo) in the Tax Ruling Request, the Tax Ruling Closing Agreement or a Tax Certificate and that is specified on Schedule 2.04 attached hereto (as amended from time to time by the unanimous agreement of Marathon and Ashland). (b) any breach by any member of the Marathon Group of a covenant in Section 7.03(b) of this TMA, unless such Transaction Taxes would have been imposed without regard to such inaccuracy or breach.