Common use of Distributing Indemnity Clause in Contracts

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.