Common use of Distribution Taxes Clause in Contracts

Distribution Taxes. (a) Except as otherwise provided in this Section 3.02, Fortune agrees to indemnify, defend and hold harmless each member of the ACCO Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes. For purposes of this Agreement, in determining the amount of any such Distribution Taxes, any net operating losses of any member of the ACCO Tax Group which would otherwise have been taken into account in determining the amount of such liability shall be ignored. (b) ACCO agrees to indemnify, defend and hold harmless each member of the Fortune Tax Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from any ACCO Tax Act. For purposes of this Agreement, in determining the amount of any such Taxes resulting from an ACCO Tax Act for which ACCO shall be liable, any net operating losses of any member of the Fortune Tax Group which would otherwise be taken into account in determining the amount of such liability shall be ignored. An “ACCO Tax Act” shall be as specified on Schedule 3.02(b) attached hereto. (c) ACCO shall, and shall cause each member of the ACCO Tax Group to, comply with and take no action inconsistent with the ACCO Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to Fortune or the advice of nationally recognized Tax counsel to Fortune, which advice shall be reasonably satisfactory to Fortune, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution to Fortune or the shareowners of Fortune. Notwithstanding Section 3.01(b)(iii), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(c) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(b). (d) Fortune shall, and shall cause each member of the Fortune Tax Group to, comply with and take no action inconsistent with the Fortune Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to ACCO or the advice of nationally recognized Tax counsel to ACCO, which advice shall be reasonably satisfactory to ACCO, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Distribution to Fortune or the shareowners of Fortune. Notwithstanding Section 3.01(a)(iv), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(d) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(a). (e) Notwithstanding the foregoing, an ACCO Tax Act shall not include any transaction or action specifically disclosed or specifically described in any of the Transaction Agreements or the Merger Agreement or any action taken on or prior to the Distribution Date. An ACCO Tax Act shall not include any action on the part of any member of the Fortune Tax Group.

Distribution Taxes. (a) Except as otherwise provided in this Section 3.02, Fortune Conexant agrees to indemnify, defend and hold harmless each member of the ACCO Alpha Tax Group and each of their the respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes. For purposes of this Agreement, in determining the amount of any such Distribution Taxes, any net operating losses of any member of the ACCO Tax Group which would otherwise have been taken into account in determining the amount of such liability shall be ignored. (b) ACCO Alpha agrees to indemnify, defend and hold harmless each member of the Fortune Conexant Tax Group and each of their the respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from any ACCO Alpha Tax Act. For purposes of this Agreement, in determining the amount of any such Taxes resulting from an ACCO Alpha Tax Act for which ACCO Alpha shall be liable, any net operating losses of any member of the Fortune Tax Group which would otherwise be taken into account in determining the amount of such liability shall be ignored. An “ACCO Tax Act” "ALPHA TAX ACT" shall be as specified on Schedule 3.02(b3.02 (a) attached hereto. (c) ACCO Alpha shall, and shall cause each member of the ACCO Alpha Tax Group to, comply with and take no action inconsistent with the ACCO Alpha Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to Fortune Conexant or the advice of nationally recognized Tax counsel to FortuneConexant, which advice shall be reasonably satisfactory to FortuneConexant, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Contribution and the Distribution to Fortune Conexant or the shareowners of FortuneConexant. Notwithstanding Section Sections 3.01(b)(iii) and 3.01(b)(iv), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(c) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(b). (d) Fortune Conexant shall, and shall cause each member of the Fortune Conexant Tax Group to, comply with and take no action inconsistent with the Fortune Conexant Tax Representation Letter, unless, pursuant to a favorable ruling letter obtained from the IRS which is satisfactory to ACCO Alpha or the advice of nationally recognized Tax counsel to ACCOAlpha, which advice shall be reasonably satisfactory to ACCOAlpha, such act or omission would not adversely affect the U.S. federal Income Tax consequences of the Contribution and the Distribution to Fortune Conexant or the shareowners of FortuneConexant. Notwithstanding Section 3.01(a)(iv3.01(a)(v), the parties intend that the sole remedy for breach of the covenants contained in this Section 3.02(d) resulting in the imposition of any Distribution Taxes shall be as set forth in Section 3.02(a). (e) Notwithstanding the foregoing, an ACCO Alpha Tax Act (other than paragraphs 7 or 8 thereof) shall not include any transaction or action specifically disclosed or specifically described in any of the Transaction Agreements Agreements, the Merger Agreement, the Stock Purchase Agreement or the Merger Agreement or Asset Purchase Agreements or, except as specifically set forth in Schedule 3.01(b), any action taken on or prior to the Distribution Date. An ACCO Alpha Tax Act shall not include any action on the part of any member of the Fortune Conexant Tax Group.