Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From SpinCo agrees to indemnify and after hold harmless, to the Distribution Datefull extent permitted by law, SpinCo each Holder, such Xxxxxx’s Affiliates and their respective officers, directors, employees, advisors, and agents and each member Person who controls (within the meaning of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of Securities Act or the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of themExchange Act) such Persons from and againstagainst any and all losses, without duplicationclaims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) all Tax Liabilities any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including, all SpinCo Tax Liabilitiesincluding any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), Spin-Off Tax Liabilities and Tax-Related Losses or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect required to a Permitted Transaction for which SpinCo is liable file pursuant to Section 4(e)(i))Rule 433(d) under the Securities Act, or (ii) all indemnity payments any omission or alleged omission to state therein a material fact required to made by any member be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the Parent Group pursuant circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to the IAC Tax Sharing Agreement any particular indemnified party in any such case to the extent relating that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to Taxes attributable SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any member liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred any investigation made by any member or on behalf of the Parent Group or SpinCo Group by reason of the breach by SpinCo such Holder or any member indemnified party and shall survive the transfer of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to securities by such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedHolder.

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each other member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each other member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities and other Tax-Related Losses that SpinCo or any other member of the SpinCo Group is responsible for under Section 2 3 or Section 4 5 (includingincluding any Income Tax Liabilities, without limitation, any Other Tax Liabilities, Spin-Off Tax Liabilities or other Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)5), and (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax LiabilitiesIncome Taxes, Other Taxes, Spin-Off Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason that are attributable to, are caused by, or result from, one or more of the following: (A) any breach by SpinCo or any a member of the SpinCo Group of a covenant or representation related to the SpinCo Group or the SpinCo Business hereunder or made in connection with the Tax Opinion Documents; (B) any action or omission by a member of the SpinCo Group after the Distribution Date (including any act or omission that is in furtherance of, connected to, or part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) occurring on or prior to the Distribution Date) including a cessation, transfer to Affiliates or disposition of a SpinCo Business; (C) any acquisition of any stock or assets of a member of the SpinCo Group by one or more other persons (other than a member of the Parent Group) following the Distribution Date; or (D) any issuance of Equity Securities by a member of the SpinCo Group; provided, however, that neither SpinCo nor any other member of the SpinCo Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 4(b) to the extent that such indemnification obligation is otherwise attributable to any breach by Parent or any other member of the Parent Group of any of SpinCoParent’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCoOpinion)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Spinco shall, and after shall cause the Distribution Date, SpinCo and each member other members of the SpinCo Spinco Group shall jointly and severally to, indemnify, defend and hold harmless Parent Pluto, each other member of the Pluto Group and each of their Affiliates and each member of the Parent Group Pluto Group’s and their respective Affiliates’ directors, officers, managers, members, employees and agents, and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) the foregoing (collectively, the “Pluto Indemnitees”), from and againstagainst any and all Losses of the Pluto Indemnitees relating to, arising out of or resulting from any of the following items (without duplicationduplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (ia) all Tax Liabilities any Spinco Liability; (includingb) any failure of Spinco, all SpinCo Tax Liabilities)any other member of the Spinco Group or any other Person to pay, Spin-Off Tax Liabilities and Tax-Related Losses perform or otherwise promptly discharge any Spinco Liability in accordance with its terms, whether prior to, on or after the Distribution Time; (c) except to the extent it relates to a Pluto Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco Group by any member of the Pluto Group that SpinCo survives following the Distribution Time; (d) any breach by Spinco or any member of the SpinCo Spinco Group is responsible for under Section 2 or Section 4 (including, without limitationof this Agreement, any Tax LiabilitiesAdditional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, Spin-Off Tax in which case, any such indemnification claims shall be made thereunder); (e) Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to out of claims made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement either Party’s securityholders or lenders to the extent relating to Taxes attributable the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the SpinCo Spinco Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by with respect to any claim or demand against any member of the Parent Pluto Group or SpinCo Group by reason for the satisfaction of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedPluto Liabilities.

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member time of the SpinCo Group Distribution, SPINCO shall jointly and severally indemnify, defend and hold harmless Parent LICT and each member of the Parent Group its Subsidiaries, and each of their respective Representatives directors, officers, employees, agents, and Affiliates (Affiliates, and each of the heirs, executors, successors and assigns of any of themthe foregoing (the “LICT Indemnitees”) from and againstagainst the SPINCO Liabilities and any and all losses, without duplicationLiabilities and damages, including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorney’s fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions (collectively, “LICT Indemnifiable Losses” and, individually, an “LICT Indemnifiable Loss”) of the LICT Indemnitees arising out of or due to (a) the SPINCO Business, (b) the failure or alleged failure of SPINCO or any of its Affiliates to pay, perform or otherwise discharge in due course any of the SPINCO Liabilities, (c) the breach by SPINCO of any of its respective obligations under this Agreement, and (d) any untrue statement or alleged untrue statement of a material fact (i) all Tax Liabilities (includingcontained in any document filed with the SEC by SPINCO following the Distribution pursuant to the Securities Act, all SpinCo Tax Liabilities)the Exchange Act, Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of other applicable securities rule, regulation or law, (ii) otherwise disclosed following the SpinCo Group is responsible Distribution to investors or potential investors in any SPINCO Company by any SPINCO Company, or (iii) furnished to any LICT Company by any SPINCO Company for under Section 2 inclusion in any public disclosures to be made by any LICT Indemnitee, including filings with the SEC or Section 4 disclosures to investors or potential investors in any LICT Company; or any omission or alleged omission to state in any information described in clauses (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)i), (ii) all indemnity payments required or (iii) above a material fact necessary to made by any member make the statements therein, in the light of the Parent Group pursuant to circumstances under which they were made, not misleading. Notwithstanding the IAC Tax Sharing Agreement foregoing, indemnification will be available under clause (c) of this Section 6.3 only to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related that those LICT Indemnifiable Losses incurred are caused by any member of such untrue statement or omission or alleged untrue statement or omission, and the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied by an LICT Company or an agent thereof acting on its behalf. The SPINCO Indemnifiable Losses and the indemnification obligation (or LICT Indemnifiable Losses are collectively referred to as the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized“Indemnifiable Losses.”

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses (including, for the avoidance of doubt, Taxes) of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common shares of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.

Indemnification by SpinCo. From and after the Distribution DateSubject to Section 5.4, SpinCo shall, and each member shall cause the other members of the SpinCo Group shall jointly and severally to, indemnify, defend and hold harmless Parent and NOV, each member of the Parent NOV Group and each of their respective Representatives directors, officers and Affiliates (employees, and each of the heirs, executors, successors and assigns of any of them) the foregoing (collectively, the “NOV Indemnitees”), from and againstagainst any and all Liabilities of the NOV Indemnitees relating to, arising out of or resulting from any of the following items (without duplication, ): (ia) all Tax Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities or SpinCo Contracts in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (including, without limitationb) the SpinCo Business, any Tax Liabilities, Spin-Off Tax SpinCo Liabilities or Tax-Related Losses arising with respect any SpinCo Contracts; (c) the Assumed Actions; (d) any Corporate Action or Action relating exclusively to a Permitted Transaction for the SpinCo Business from which SpinCo is liable unable to cause a NOV Group party to be removed pursuant to Section 4(e)(i5.6(d)), ; (iie) all indemnity payments required to made any failure by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any SpinCo or a member of the SpinCo Group and to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 5.4(c); (iiif) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of this Agreement or any of SpinCo’s representations the Ancillary Agreements; (g) any guarantee, indemnification obligation, letter of credit reimbursement obligations, surety, bond or covenants hereunder other credit support agreement, arrangement, commitment or understanding for the benefit of SpinCo or its Subsidiaries by NOV or any of its Subsidiaries (other than SpinCo or its Subsidiaries) that survives following the Effective Time; and (h) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in any of the Form 10 (including in any representations made amendments or supplements thereto), the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto), or any marketing materials prepared in connection with the Private Letter Ruling SpinCo Financing Arrangements, other than any such statement or omission in the Tax Opinion (irrespective of whether Parent made Form 10, Information Statement or marketing materials based on information furnished by NOV and solely concerning the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent NOV Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Income Tax Liabilities, Other Tax Liabilities or Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), ) and (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax LiabilitiesIncome Taxes, Other Taxes, Spin-Off Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)Opinion) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund Tax refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From In addition to any other provisions of this Agreement requiring indemnification and after except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution DateEffective Time, SpinCo shall and each member shall cause the other members of the SpinCo Group shall jointly and severally to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each against any and all Indemnifiable Losses of the RemainCo Indemnitees arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the SpinCo Liabilities, or any failure of SpinCo, any other member of the Parent SpinCo Group and each of or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their respective Representatives and Affiliates (and terms, whether prior to, on or after the heirs, executors, successors and assigns of any of them) from and against, without duplicationEffective Time, (ib) all Tax any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the RemainCo Group pursuant to the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses are caused by any such misstatement or omission or alleged misstatement or omission based upon information that SpinCo or is either furnished to any member of the RemainCo Group by any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, incorporated by reference by any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to member of the RemainCo Group from any filings made by any member of the Parent SpinCo Group with the Commission pursuant to the IAC Tax Sharing Agreement to Securities Act or the extent relating to Taxes attributable to Exchange Act, and then only if that statement or omission was made or occurred after the Effective Time or (c) any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo of any provision of this Agreement or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) andAncillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in each case, which case any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), claims shall be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedmade thereunder.

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses (including, for the avoidance of doubt, Taxes) of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other -44- filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common shares of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common stock of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.