Common use of Distributing Indemnity Clause in Contracts

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. Distributing agrees to indemnify and hold harmless each member of the Spinco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco "Controlled Indemnitees”") from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion LEI Transaction Taxes and Conversion LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off News Transaction Taxes and Split-off News 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(m2.2(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), (f) and (ih) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Controlled Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion LEI Transaction Taxes, Conversion LEI Tax-Related Losses, Split-off News Transaction Taxes, Split-off News Tax-Related Losses or Tracking Stock Taxes and Losses that are allocated to Spinco Controlled pursuant to Sections 2.2(b)(i2.2(b)(ii), (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 Controlled contained in this Agreement.

Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Splitco Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco 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 2.22, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion LEXE Transaction Taxes and Conversion LEXE Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off CHUB Transaction Taxes and Split-off 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 Section 2.2(e2.2(f), (fg) 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), and (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)g) of this Section 7.2; provided, however, that notwithstanding clauses (a), (fg) and (ih) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Splitco Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion LEXE Transaction Taxes, Conversion LEXE Tax-Related Losses, Split-off CHUB Transaction Taxes, Split-off CHUB Tax-Related Losses Losses, LTRIP Transaction Taxes, LTRIP Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Spinco Splitco pursuant to Sections 2.2(b)(i2.2(b), (c)(ic), (d)(id), (e) or (e)(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 Spinco Splitco contained in this Agreement.

Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Splitco Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco 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 2.22, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion LEXE Transaction Taxes and Conversion LEXE Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off CHUB Transaction Taxes and Split-off Tax-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 Section 2.2(e2.2(f), (fg) 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), and (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 (hg); provided, however, that notwithstanding clauses (a), (fg) and (ih) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Splitco Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion LEXE Transaction Taxes, Conversion LEXE Tax-Related Losses, Split-off CHUB Transaction Taxes, Split-off CHUB Tax-Related Losses Losses, LTRIP Transaction Taxes, LTRIP Tax-Related Losses, or Tracking Stock Taxes and Losses that are allocated to Spinco Splitco pursuant to Sections 2.2(b)(i2.2(b), (c)(ic), (d)(id), (e) or (e)(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 Spinco Splitco contained in this Agreement.

Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco "Controlled Indemnitees”") from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion LEI Transaction Taxes and Conversion LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off News Transaction Taxes and Split-off News 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 (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), (f) and (ih) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Controlled Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion LEI Transaction Taxes, Conversion LEI Tax-Related Losses, Split-off News Transaction Taxes, Split-off News Tax-Related Losses or Tracking Stock Taxes and Losses that are allocated to Spinco Controlled pursuant to Sections 2.2(b)(i2.2(b)(ii), (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 Controlled contained in this Agreement.

Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the Spinco Controlled Group and their respective directors, officers, employees, agents, successors and assigns (the “Spinco Controlled Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, Losses and Losses payments allocated to Distributing pursuant to Section 2.2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Distributing pursuant to Section 2.2(b), (c) Conversion LEI Transaction Taxes and Conversion LEI Tax-Related Losses allocated to Distributing pursuant to Section 2.2(c), (d) Split-off News Transaction Taxes and Split-off News 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(m2.2(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), (f) and (ih) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Spinco Controlled Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion LEI Transaction Taxes, Conversion LEI Tax-Related Losses, Split-off News Transaction Taxes, Split-off News Tax-Related Losses or Tracking Stock Taxes and Losses that are allocated to Spinco Controlled pursuant to Sections 2.2(b)(i2.2(b)(ii), (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 Controlled contained in this Agreement.