Common use of Indemnification by AgCo Clause in Contracts

Indemnification by AgCo. Subject to Section 4.3, Section 4.6(e) and Section 4.7, and following the AgCo Distribution, AgCo shall pay (or, at its option, shall cause its applicable Subsidiary to pay), and shall indemnify and hold each of Dow and SpecCo harmless from and against, without duplication: (i) all Taxes allocated to AgCo pursuant to Sections 2.1(c)(iii) – (viii); (ii) to the extent not also described in either (A) Sections 2.1(a)(iv) – (xii) or (B) Sections 2.1(d)(iii) – (vii), all Taxes allocated to AgCo pursuant to Section 2.1(c)(ii); (iii) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are also allocated to DowDuPont pursuant to Sections 2.1(b)(iv) – (xi); (iv) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are both (A) allocated to (1) DowDuPont pursuant to Sections 2.1(b)(i) – (ii) or (2) DuPont Entities pursuant to Section 2.1(b)(iii) by reason of Section 2.2(c) and (B) not described in either (I) Sections 2.1(a)(iv) – (xii) or (II) Sections 2.1(d)(iii) – (vii); (v) MatCo DuPont Ag Cash Repatriation Taxes; and (vi) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

Indemnification by AgCo. Subject to Section 4.3, Section 4.6(e) and Section 4.7, and following the AgCo Distribution, AgCo shall pay (or, at its option, shall cause its applicable Subsidiary to pay), and shall indemnify and hold each of Dow and SpecCo harmless from and against, without duplication: (i) all Taxes allocated to AgCo pursuant to Sections 2.1(c)(iii) – (viii2.1(c)(iii)-(viii); (ii) to the extent not also described in either (A) Sections 2.1(a)(iv) – (xii2.1(a)(iv)-(xii) or (B) Sections 2.1(d)(iii) – (vii2.1(d)(iii)-(vii), all Taxes allocated to AgCo pursuant to Section 2.1(c)(ii); (iii) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are also allocated to DowDuPont pursuant to Sections 2.1(b)(iv) – (xi2.1(b)(iv)-(xi); (iv) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are both (A) allocated to (1) DowDuPont pursuant to Sections 2.1(b)(i) – (ii2.1(b)(i)-(ii) or (2) DuPont Entities pursuant to Section 2.1(b)(iii) by reason of Section 2.2(c) and (B) not described in either (I) Sections 2.1(a)(iv) – (xii2.1(a)(iv)-(xii) or (II) Sections 2.1(d)(iii) – (vii2.1(d)(iii)-(vii); (v) MatCo DuPont Ag Cash Repatriation Taxes; (vi) Agriculture Attributable Obligations; and (vivii) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

Indemnification by AgCo. Subject to Section 4.3, Section 4.6(e) and Section 4.7, and following the AgCo Distribution, AgCo shall pay (or, at its option, shall cause its applicable Subsidiary to pay), and shall indemnify and hold each of Dow and SpecCo harmless from and against, without duplication: (i) all Taxes allocated to AgCo pursuant to Sections 2.1(c)(iii) – (viii); (ii) to the extent not also described in either (A) Sections 2.1(a)(iv) – (xii) or (B) Sections 2.1(d)(iii) – (vii), all Taxes allocated to AgCo pursuant to Section 2.1(c)(ii); (iii) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are also allocated to DowDuPont pursuant to Sections 2.1(b)(iv2.1 (b) (iv) – (xi); (iv) Taxes allocated to AgCo pursuant to Section 2.1(c)(i) that are both (A) allocated to (1) DowDuPont pursuant to Sections 2.1(b)(i2.1 (b) (i) – (ii) or (2) DuPont Entities pursuant to Section 2.1(b)(iii) by reason of Section 2.2(c) and (B) not described in either (I) Sections 2.1(a)(iv2.1 (a) (iv) – (xii) or (II) Sections 2.1(d)(iii) – (vii); (v) MatCo DuPont Ag Cash Repatriation Taxes; and (vi) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).