Common use of Distributing Indemnity Clause in Contracts

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 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 Taxes, Tax Items, and Losses allocated to, and payments required to be made by, Distributing pursuant to Section 22.02, (b) Transaction Split-Off Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b2.02(b), (c) Tracking Stock PR Spin-Off Taxes and Related Losses allocated to Distributing pursuant to Section 2.2(c2.02(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 (ei) 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 7.2h); provided, however, that notwithstanding clauses (a), (dh) and (e) of this Section 7.2i), Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Splitco Indemnitee for, for any and all (x) any Transaction Taxes, Transaction TaxSplit-Off Taxes and Related Losses, or 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 2.2(b2.02(b)(i), (c)(i), (d)(i), (e)(i) or (cf)(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 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 and Losses allocated to, and payments required to be made by, Distributing pursuant to Section 22.1, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b)2.2, (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, (d) Transfer Taxes allocated to Distributing pursuant to Section 2.2, and (e) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, expenses incurred in connection with the items described in clauses (a) through (d) of this Section 7.2); provided, however, that notwithstanding clauses (a), (dc) 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 Spinco Indemnitee for, (x) any Transaction Taxes, Taxes or Transaction Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Splitco Spinco pursuant to Sections 2.2(b) or (c)Section 2.2, 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 Group and their respective directors, officers, employees, agents, successors and assigns (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 22.1, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b)2.2, (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, (d) Transfer Taxes allocated to Distributing pursuant to Section 2.2, and (e) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, expenses incurred in connection with the items described in clauses (a) through (d) of this Section 7.2); provided, however, that notwithstanding clauses (a), (dc) 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, Taxes or Transaction Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Splitco pursuant to Sections 2.2(b) or (c)Section 2.2, 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 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 non-performance 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 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 non-performance 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 and Losses allocated to, and payments required to be made by, Distributing pursuant to Section 22.1, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b)2.2, (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 16 nonperformance of any covenant or agreement made or to be performed by Distributing contained in this Agreement, (d) Transfer Taxes allocated to Distributing pursuant to Section 2.2, and (e) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, expenses incurred in connection with the items described in clauses (a) through (d) of this Section 7.2); provided, however, that notwithstanding clauses (a), (dc) 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 Spinco Indemnitee for, (x) any Transaction Taxes, Taxes or Transaction Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Splitco Spinco pursuant to Sections 2.2(b) or (c)Section 2.2, 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.