Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Splitco Group (the “Splitco Indemnitees”) from and against any and all (without duplication) (a) Taxes and Losses allocated to, and payments required to be made by, Distributing pursuant to Section 2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Tracking Stock Taxes and Losses allocated to Distributing pursuant to Section 2.2(c), (d) Taxes and Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Distributing contained in this Agreement, and (e) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, incurred in connection with the items described in clauses (a) through (d) of this Section 7.2; provided, however, that notwithstanding clauses (a), (d) and (e) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Splitco pursuant to Sections 2.2(b) or (c), or (y) any Taxes or Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Splitco contained in this Agreement.
Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, and Losses allocated to Distributing pursuant to Section 2.2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion Transaction Taxes and Conversion Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off Transaction Taxes and Split-off Tax-Related Losses allocated to Distributing pursuant to Section 2.2(d), (e) Tracking Stock Taxes and Losses allocated to Distributing pursuant to Section 2.2(e), (f) Taxes and Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Distributing contained in this Agreement, (g) Transfer Taxes allocated to Distributing pursuant to Section 2.2(l), (h) Split-off TSA Liabilities allocated to Distributing pursuant to Section 2.2(m), and (i) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, incurred in connection with the items described in clauses (a) through (h); provided, however, that notwithstanding clauses (a), (f) and (i) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion Transaction Taxes, Conversion Tax-Related Losses, Split-off Transaction Taxes, Split-off Tax-Related Losses or Tracking Stock Taxes and Losses that are allocated to Spinco pursuant to Sections 2.2(b)(i), (c)(i), (d)(i) or (e)(i), or (y) any Taxes or Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Spinco contained in this Agreement.
Distributing Indemnity. Each Distributing Affiliate (collectively, jointly and severally, the “Distributing Indemnifying Parties” and, together with Controlled Indemnifying Parties, the “Indemnifying Parties”) will jointly and severally indemnify each Controlled Affiliate (each a “Controlled Indemnified Party” and, together with the Distributing Indemnified Parties, the “Indemnified Parties”) against and hold them harmless from:
(a) any Distributing Consolidated Group Taxes, excluding any such Taxes for which Controlled is required to indemnify Distributing under Section 7.1 of this Agreement, and (for purposes of this Section 7.2) any Separation Taxes;
(b) any separate state or local Tax and any foreign Tax of any Distributing Affiliate;
(c) any liability or damage arising from the breach by any Distributing Affiliate of (i) any representation or covenant in an Opinion Document (as such representation is modified, qualified or elaborated in any subsequent Opinion Document), (ii) any representation, covenant or other agreement set forth in this Agreement, or (iii) any agreements or covenants between a Distributing Affiliate and a Controlled Affiliate pertaining to Tax matters;
(d) any Separation Taxes (other than such Taxes for which Controlled is required to indemnify Distributing under Section 7.1);
(e) any Tax liability arising from an Adjustment for which Distributing is responsible under Section 3.3; and
(f) any Tax imposed on a Controlled Affiliate (other than a Separation Tax) as a result of Distributing’s failure to cooperate with Controlled under Article VIII.
Distributing Indemnity. Except in the case of any liabilities described in Section 11(a), Distributing and each other member of the Distributing Group will jointly and severally indemnify Controlled and the other members of the Controlled Group against, and hold them harmless, without duplication, from:
(i) any Tax liability allocated to Distributing pursuant to Section 3;
(ii) any Taxes imposed on any member of the Controlled Group under Treasury Regulations Section 1.1502-6 (or similar provision of state, local or foreign law) solely as a result of any such member being or having been a member of a Combined Group; and
(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i) or (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, liability or damage.
Distributing Indemnity. Distributing and each member of the Distributing Group will jointly and severally indemnify Controlled and the members of the Controlled Group against, and hold them harmless from:
(i) any Tax liability of the Consolidated Group, other than any such liabilities described in Section 10(a);
(ii) any Taxes imposed on Controlled or any member of the Controlled Group under Treasury Regulation 1.1502-6 (or similar provision of state, local or foreign law) solely as a result of Controlled or any such member being or having been a member of a Consolidated Group; and
(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any income Tax liability or damage described in (i) or (ii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such income Tax, liability or damage.
Distributing Indemnity. Distributing and each member of the Distributing Group will jointly and severally indemnify Controlled and the members of the Controlled Group against, and hold them harmless from:
(i) any income tax liability of the Consolidated Group, other than any such liabilities described in Section 10(a);
(ii) any Taxes imposed on Controlled or any member of the Controlled Group under Treasury Regulation 1.1502-6 (or similar provision of state, local or foreign law) solely as a result of Controlled or any such member being or having been a member of a Consolidated Group to the extent payment is first sought by a Taxing Authority from a member of the Controlled Group;
(iii) any liability or damage resulting from a breach by Distributing or any member of the Distributing Group of any representation or covenant made by Distributing herein; and
(iv) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any income tax liability or damage described in (i), (ii) or (iii) including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such income tax, liability or damage. If a member of the Distributing Group ceases to be an Affiliate of Distributing as a result of a sale of its stock to a third party (whether or not treated as a sale or exchange of stock for Tax purposes), such member of the Distributing Group shall be released from its obligations under this Agreement upon such sale and neither Distributing nor any member of the Distributing Group shall have any obligation to indemnify Controlled or any member of the Controlled Group under Section 10(b)(iii) for any liability or damage attributable to actions taken by such Affiliate after such sale.
Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco Indemnitees”) from and against any and all (without duplication) (a) Taxes allocated to Distributing pursuant to Section
Distributing Indemnity. In addition to any Tax sharing payment required to be made by Distributing or any member of the Distributing Group pursuant to the provisions of Article III hereof, Distributing and each member of the Distributing Group will jointly and severally indemnify Tronox and each member of the Tronox Group against and hold them harmless from:
a) except in the case of any Restructuring Tax or Restructuring Adjustment, any Tax liability of the Distributing Group which relates to a Post-Deconsolidation Period and any Tax liability resulting from the Distribution, other than any such liabilities described in Section 6.01(a);
b) in the case of a Restructuring Tax or Restructuring Adjustment, any Tax which is the liability of Distributing Group pursuant to Section 3.04 hereof;
c) any Tax liability of the Distributing Consolidated Group with respect to a Pre-Deconsolidation Period, other than Taxes, including any Tronox Tax Adjustments, for which Tronox or any member of the Tronox Group is required to reimburse Distributing pursuant to the provisions of Article III hereof;
d) any Tax, or other liability or damage resulting from a breach by Distributing or any member of the Distributing Group of any representation or covenant made by Distributing herein; and
e) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorney’s fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (a), (b), (c) or (d), including those incurred in the contest in good faith in appropriate proceeding relating to the imposition, assessment or assertion of any such Tax, liability or damage.
Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Splitco Group and their respective directors, officers, employees, agents, successors and assigns (the “Splitco Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, and Losses allocated to, and payments required to be made by, Distributing pursuant to Section 2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) LEXE Transaction Taxes and LEXE Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) CHUB Transaction Taxes and CHUB Tax-Related Losses allocated to Distributing pursuant to Section 2.2(d), (e) LTRIP Transaction Taxes and LTRIP Tax-Related Losses allocated to Distributing pursuant to Section 2.2(e); (f) Tracking Stock Taxes and Losses allocated to Distributing pursuant to
Distributing Indemnity. In addition to any Tax sharing payment required to be made by Distributing or any member of the Distributing Group pursuant to the provisions of Article III hereof, Distributing and each member of the Distributing Group will jointly and severally indemnify Tronox and each member of the Tronox Group against and hold them harmless from:
a) except in the case of any Restructuring Tax or Restructuring Adjustment, any Tax liability of the Distributing Group which relates to a Post-Deconsolidation Period and any Tax liability resulting from the Distribution, other than any such liabilities described in Section 6.01(a);
b) in the case of a Restructuring Tax or Restructuring Adjustment, any Tax which is the liability of Distributing Group pursuant to Section 3.04 hereof;
