Indemnification by SplitCo. Splitco hereby covenants and agrees, on the terms and subject to the limitations set forth in this Agreement, to pay (or cause to be paid) and, from and after the Closing, to indemnify, defend and hold harmless the FNF Group from and against any Losses incurred by the FNF Group, to the extent arising out of or relating to (i) any Splitco Tax Liability, but, for the avoidance of doubt, without duplication of any prior payment or other accrual, (ii) any Transaction Taxes, (iii) any Taxes arising as a result of the Restructuring, and (iv) all Transfer Taxes, except, in each case, for Taxes that arise from or are attributable to a Disqualifying Action.
Appears in 5 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Tax Matters Agreement (Cannae Holdings, Inc.)
