Common use of EQT Liability for Distribution Tax-Related Losses Clause in Contracts

EQT Liability for Distribution Tax-Related Losses. Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), EQT shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates from and against any Distribution Tax-Related Losses that are attributable to, or result from any one or more of the following: (i) the acquisition (other than pursuant to the Contributions or the Distributions) of all or a portion of EQT’s stock or all or a portion of EQT’s and/or its or its subsidiaries’ stock and/or assets by any means whatsoever by any Person, (ii) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by EQT, any of its Affiliates, or any one or more officers or directors of EQT or of any other member of the EQT Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events (including, without limitation, stock issuances (pursuant to the exercise of stock options or otherwise), grants of options, equity interests of EQT or other compensatory interests, capital contributions or acquisitions, or any series of such transactions or events) that cause the External Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, a Fifty-Percent or Greater Interest in EQT (or any successor thereof), (iii) any action or failure to act by EQT or any of its Affiliates described in Section 7.03 or (iv) any breach by EQT of its agreement and representations set forth in Section 7.01(a).