Common use of Indemnification for Income Taxes and Other Taxes Clause in Contracts

Indemnification for Income Taxes and Other Taxes. (a) Indemnification by Parent. From and after the Distribution Date, Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group (except to the extent that such Spin-Off Tax Liabilities are the responsibility of SpinCo pursuant to Section 4), (ii) without duplication, all Income Tax Liabilities and Other Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and (iii) all Income Taxes and Other Taxes incurred by any member of the SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent's covenants hereunder and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys' fees and expenses); provided, however, that Parent shall have no obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that any such indemnification obligation is otherwise attributable to any 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 Ruling or any Supplemental Ruling).