Common use of Inconsistent Acts and Events Clause in Contracts

Inconsistent Acts and Events. Xxxxxxx shall be responsible for, and shall indemnify and hold harmless the Dover Group from and against any liability for, any Covered Transaction Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) resulting from (i) any breach by any member of the Xxxxxxx Group of any of the representations or covenants under Article IV hereof, (ii) any Specified Action performed by any member of the Xxxxxxx Group (whether or not Section 4.02(d) is complied with), (iii) any Section 355(e) Event with respect to a member of the Xxxxxxx Group (whether or not such Section 355(e) Event is caused by a Specified Action), and (iv) if clauses (i), (ii) and (iii) do not apply, one-half of any Covered Transaction Tax not caused by a member of the Dover Group, either as a result of an action or failure to act or of a breach of any representation or covenant provided in Article IV, and not arising under Sections 355(d), (e) or (f) of the Code. A Section 355(e) Event with respect to a member of the Xxxxxxx Group means any event after the Distribution, involving the stock of Xxxxxxx or a Xxxxxxx Affiliate or assets of any member of the Xxxxxxx Group, that causes the Distribution or any distribution described in any Tax Ruling or Tax Opinion of the stock of foreign and U.S. subsidiaries for which rulings or opinions were requested (each an “Internal Distribution”) to be a taxable event to any member of the Dover Group as the result of the application of Section 355(e) of the Code.

Inconsistent Acts and Events. Xxxxxxx shall be responsible for, and shall indemnify and hold harmless the Dover Group from and against any liability for, any Covered Transaction Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) resulting from (i) any breach by any member of the Xxxxxxx Group of any of the representations or covenants under Article IV hereof, (ii) any Specified Action performed by any member of the Xxxxxxx Group (whether or not Section 4.02(d) is complied with), (iii) any Section 355(e) Event with respect to a member of the Xxxxxxx Group (whether or not such Section 355(e) Event is caused by a Specified Action), and (iv) if clauses (i), (ii) and (iii) do not apply, one-half of any Covered Transaction Tax not caused by a member of the Dover Group, either as a result of an action or failure to act or of a breach of any representation or covenant provided in Article IV, and not arising under Sections 355(d), (e) or (f) of the Code. A Section 355(e) Event with respect to a member of the Xxxxxxx Group means any event after the Distribution, involving the stock of Xxxxxxx or a Xxxxxxx Affiliate or assets of any member of the Xxxxxxx Group, that causes the Distribution or any distribution described in any Tax the Private Letter Ruling or Tax Opinion of the stock of foreign and U.S. subsidiaries for which rulings or opinions were requested (each an “Internal Distribution”) to be a taxable event to any member of the Dover Group as the result of the application of Section 355(e) of the Code.