Common use of Indemnification and Guarantee Clause in Contracts

Indemnification and Guarantee. (a) Notwithstanding anything in the Tax Matters Agreement, the Merger Agreement or the Distribution Agreement to the contrary, (i) Baxalta agrees that from and after the Merger Closing, subject to Section 3(b) hereof and clause (ii) below, Baxalta shall indemnify and hold harmless Baxter and each of its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses attributable to or resulting from (in whole or in part) the Merger; and (ii) Baxalta shall not be obligated to indemnify Baxter for any Tax-Related Losses attributable to or resulting from (in whole or in part) any disposition of Baxalta Common Stock by Baxter (including through Debt-for Equity Exchanges and Subsequent Distributions) other than: (A) the initial distribution of Baxalta Common Stock on July 1, 2015; (B) the transactions described in Section 4 (which for the avoidance of doubt include one or more Debt-for-Equity Exchanges, one or more Exchange Offers, one or more contributions of Retained Shares to Xxxxxx'x U.S. pension fund and any dividend of Retained Shares to Xxxxxx'x shareholders) that in each case conclude prior to any Parent or Baxalta shareholder vote with respect to the Merger; or (C) the conversion at the Merger Closing of any Retained Shares held by Baxter into the right to receive Parent American Depositary Shares and cash (it being understood that any Taxes imposed on Baxter with respect to the receipt of Parent American Depositary Shares and cash upon the Merger Closing do not constitute Tax Related Losses subject to indemnification under Section 3(a)(i)). Parent also agrees that, from and after the Merger Closing, Parent will guarantee the payment and performance by Baxalta of its obligations and agreements under this Letter Agreement, the Tax Matters Agreement, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement). (b) Notwithstanding anything in the Tax Matters Agreement, the Merger Agreement, the Distribution Agreement, or this Letter Agreement to the contrary, if Baxter intentionally misrepresents any fact in either the Baxter Signing Representation Letters or the Baxter Closing Representation Letters, the indemnification obligation of Baxalta under Section 3(a) hereof and the indemnification obligation of Baxalta under Section 4.05 of the Tax Matters Agreement shall not apply to the extent any Tax-Related Losses are attributable to or resulting from any such intentional misrepresentations. (c) From and after the Merger Closing, Parent shall be afforded the same rights and have the same obligations as Baxalta under Section 3.04 of the Tax Matters Agreement.

Indemnification and Guarantee. (a) Notwithstanding anything in the Tax Matters Agreement, the Merger Agreement or the Distribution Agreement to the contrary, (i) Baxalta agrees that from and after the Merger Closing, subject to Section 3(b) hereof and clause (ii) below, Baxalta shall indemnify and hold harmless Baxter and each of its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses attributable to or resulting from (in whole or in part) the Merger; and (ii) Baxalta shall not be obligated to indemnify Baxter for any Tax-Related Losses attributable to or resulting from (in whole or in part) any disposition of Baxalta Common Stock by Baxter (including through Debt-for Equity Exchanges and Subsequent Distributions) other than: (A) the initial distribution of Baxalta Common Stock on July 1, 2015; (B) the transactions described in Section 4 (which for the avoidance of doubt include one or more Debt-for-Equity Exchanges, one or more Exchange Offers, one or more contributions of Retained Shares to Xxxxxx'x Xxxxxx’x U.S. pension fund and any dividend of Retained Shares to Xxxxxx'x Xxxxxx’x shareholders) that in each case conclude prior to any Parent or Baxalta shareholder vote with respect to the Merger; or (C) the conversion at the Merger Closing of any Retained Shares held by Baxter into the right to receive Parent American Depositary Shares and cash (it being understood that any Taxes imposed on Baxter with respect to the receipt of Parent American Depositary Shares and cash upon the Merger Closing do not constitute Tax Related Losses subject to indemnification under Section 3(a)(i)). Parent also agrees that, from and after the Merger Closing, Parent will guarantee the payment and performance by Baxalta of its obligations and agreements under this Letter Agreement, the Tax Matters Agreement, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement). (b) Notwithstanding anything in the Tax Matters Agreement, the Merger Agreement, the Distribution Agreement, or this Letter Agreement to the contrary, if Baxter intentionally misrepresents any fact in either the Baxter Signing Representation Letters or the Baxter Closing Representation Letters, the indemnification obligation of Baxalta under Section 3(a) hereof and the indemnification obligation of Baxalta under Section 4.05 of the Tax Matters Agreement shall not apply to the extent any Tax-Related Losses are attributable to or resulting from any such intentional misrepresentations. (c) From and after the Merger Closing, Parent shall be afforded the same rights and have the same obligations as Baxalta under Section 3.04 of the Tax Matters Agreement.