Common use of Distribution Taxes Clause in Contracts

Distribution Taxes. (i) Donnelley Financial shall be liable for, shall be allocated, and shall indemnify and hold harmless each RRD Indemnified Party from and against any liability for Distribution Taxes to the extent such Distribution Taxes are attributable to a Donnelley Financial Restricted Action committed by Donnelley Financial, provided, however, that Donnelley Financial shall have no obligation to indemnify any RRD Indemnified Party hereunder if there has occurred, prior to such Donnelley Financial Restricted Action, a RRD Restricted Action and such Distribution Taxes are attributable to such RRD Restricted Action. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b)(i), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by RRD in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b)(i), and all reasonable costs and expenses associated with such payments. (ii) RRD shall be liable for, shall be allocated, and shall indemnify and hold harmless each Donnelley Financial Indemnified Party from and against any liability of Donnelley Financial for Distribution Taxes to the extent that Donnelley Financial is not liable for such Taxes pursuant to Section 2.2(b)(i).

Distribution Taxes. (i) Donnelley Financial shall be liable for, shall be allocated, and shall indemnify and hold harmless each RRD Indemnified Party from and against any liability for Distribution Taxes to the extent such Distribution Taxes are attributable to a Donnelley Financial Restricted Action committed by Donnelley FinancialFinancial , provided, however, that Donnelley Financial shall have no obligation to indemnify any RRD Indemnified Party hereunder if there has occurred, prior to such Donnelley Financial Restricted Action, a RRD Restricted Action and such Distribution Taxes are attributable to such RRD Restricted Action. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b)(i), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by RRD in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b)(i), and all reasonable costs and expenses associated with such payments. (ii) RRD shall be liable for, shall be allocated, and shall indemnify and hold harmless each Donnelley Financial Indemnified Party from and against any liability of Donnelley Financial for Distribution Taxes to the extent that Donnelley Financial is not liable for such Taxes pursuant to Section 2.2(b)(i).

Distribution Taxes. (i) Donnelley Financial LSC shall be liable for, shall be allocated, and shall indemnify and hold harmless each RRD Indemnified Party from and against any liability for Distribution Taxes to the extent such Distribution Taxes are attributable to a Donnelley Financial LSC Restricted Action committed by Donnelley FinancialLSC, provided, however, that Donnelley Financial LSC shall have no obligation to indemnify any RRD Indemnified Party hereunder if there has occurred, prior to such Donnelley Financial LSC Restricted Action, a RRD Restricted Action and such Distribution Taxes are attributable to such RRD Restricted Action. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b)(i), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by RRD in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b)(i), and all reasonable costs and expenses associated with such payments. (ii) RRD shall be liable for, shall be allocated, and shall indemnify and hold harmless each Donnelley Financial LSC Indemnified Party from and against any liability of Donnelley Financial LSC for Distribution Taxes to the extent that Donnelley Financial LSC is not liable for such Taxes pursuant to Section 2.2(b)(i).