Common use of Distributing Indemnity Clause in Contracts

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 Distributing pursuant to Section 2.02, (b) Split-Off Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(b), (c) PR Spin-Off Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(c), (d) Restructuring Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(d), (e) Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(e), (f) Historical Transactions Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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 (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), (h) and (i), Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Indemnitee for any and all (x) Split-Off Taxes and Related Losses, PR Spin-Off Taxes and Related Losses, Restructuring Taxes and Related Losses, Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco pursuant to Sections 2.02(b)(i), (c)(i), (d)(i), (e)(i) or (f)(i), or (y) 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 Splitco Spinco Group and their respective directors, officers, employees, agents, successors and assigns (the “Splitco Spinco Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, and Losses allocated to Distributing pursuant to Section 2.022.2, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off Conversion Transaction Taxes and Conversion Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring Split-off Transaction Taxes and Split-off Tax-Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), (f) Historical Transactions Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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), (hf) and (i)) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Spinco Indemnitee for any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinConversion Transaction Taxes, Conversion Tax-Off Taxes and Related Losses, Restructuring Taxes and Split-off Transaction Taxes, Split-off Tax-Related Losses, Losses or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco Spinco pursuant to Sections 2.02(b)(i2.2(b)(i), (c)(i), (d)(i), (e)(i) or (f)(ie)(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 Splitco Spinco contained in this Agreement.

Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Splitco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Splitco "Controlled Indemnitees”") from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.022.2, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off LEI Transaction Taxes and LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring News Transaction Taxes and News Tax-Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), (f) Historical Transactions Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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(o), and (ih) 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 (hg); provided, however, that notwithstanding clauses (a), (hf) and (i)h) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Controlled Indemnitee for any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinLEI Transaction Taxes, LEI Tax-Off Taxes and Related Losses, Restructuring Taxes and News Transaction Taxes, News Tax-Related Losses, Losses or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco Controlled pursuant to Sections 2.02(b)(i2.2(b)(ii), (c)(i), (d)(i), (e)(i) or (f)(ie)(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 Splitco Controlled contained in this Agreement.

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 2.022, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off LEXE Transaction Taxes and LEXE Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring CHUB Transaction Taxes and CHUB Tax-Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock LTRIP Transaction Taxes and LTRIP Tax-Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), ; (f) Historical Transactions Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f2.2(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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 (ih) 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)g) of this Section 7.2; provided, however, that notwithstanding clauses (a), (hg) and (i)h) 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 any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinLEXE Transaction Taxes, LEXE Tax-Off Taxes and Related Losses, Restructuring Taxes and CHUB Transaction Taxes, CHUB Tax-Related Losses, LTRIP Transaction Taxes, LTRIP Tax-Related Losses, or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco pursuant to Sections 2.02(b)(i2.2(b), (c)(ic), (d)(id), (e)(ie) or (f)(if), 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 Splitco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Splitco Controlled Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.022.2, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off LEI Transaction Taxes and LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring News Transaction Taxes and News Tax-Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), (f) Historical Transactions Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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(o), and (ih) 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 (hg); provided, however, that notwithstanding clauses (a), (hf) and (i)h) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Controlled Indemnitee for any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinLEI Transaction Taxes, LEI Tax-Off Taxes and Related Losses, Restructuring Taxes and News Transaction Taxes, News Tax-Related Losses, Losses or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco Controlled pursuant to Sections 2.02(b)(i2.2(b)(ii), (c)(i), (d)(i), (e)(i) or (f)(ie)(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 Splitco Controlled contained in this Agreement.

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 2.022, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off LEXE Transaction Taxes and LEXE Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring CHUB Transaction Taxes and CHUB Tax- Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock LTRIP Transaction Taxes and LTRIP Tax-Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), ; (f) Historical Transactions Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f2.2(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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 (ih) 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 (hg); provided, however, that notwithstanding clauses (a), (hg) and (i)h) 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 any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinLEXE Transaction Taxes, LEXE Tax-Off Taxes and Related Losses, Restructuring Taxes and CHUB Transaction Taxes, CHUB Tax-Related Losses, LTRIP Transaction Taxes, LTRIP Tax-Related Losses, or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco pursuant to Sections 2.02(b)(i2.2(b), (c)(ic), (d)(id), (e)(ie) or (f)(if), 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 Splitco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Splitco "Controlled Indemnitees”") from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.022.2, (b) Split-Off Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.02(b2.2(b), (c) PR Spin-Off LEI Transaction Taxes and LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.02(c2.2(c), (d) Restructuring News Transaction Taxes and News Tax-Related Losses allocated to Distributing pursuant to Section 2.02(d2.2(d), (e) Tracking Stock Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(e2.2(e), (f) Historical Transactions Taxes and Related Losses allocated to Distributing pursuant to Section 2.02(f), (g) Transfer Taxes allocated to Distributing pursuant to Section 2.02(k), (h) 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(m), and (ih) 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 (hg); provided, however, that notwithstanding clauses (a), (hf) and (i)h) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Controlled Indemnitee for any and all for, (x) Splitany Transaction Taxes, Transaction Tax-Off Taxes and Related Losses, PR SpinLEI Transaction Taxes, LEI Tax-Off Taxes and Related Losses, Restructuring Taxes and News Transaction Taxes, News Tax-Related Losses, Losses or Tracking Stock Taxes and Related Losses, and Historical Transactions Taxes and Related Losses that are allocated to Splitco Controlled pursuant to Sections 2.02(b)(i2.2(b)(ii), (c)(i), (d)(i), (e)(i) or (f)(ie)(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 Splitco Controlled contained in this Agreement.