Indemnification for Transaction Taxes and Adverse Consequences. (a) Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, LPS shall indemnify and hold harmless FIS from and against, and will reimburse FIS for all Taxes and Adverse Consequences arising out of, based upon or relating or attributable to (i) any breach of or inaccuracy in any representation, covenant or obligation of any member of the LPS Group under Section 5.1 or 5.2 of this Agreement or (ii) the Transactions to the extent such Taxes or Adverse Consequences arise as a result of any action taken by LPS or any member of the LPS Group (other than the repayment of the LPS Securities prior to the stated maturity in accordance with the terms of the LPS Securities) following the Distribution and, in the case of Adverse Consequences, arise as a result of the imposition of Taxes on FIS, LPS or the FIS stockholders. For the avoidance of doubt, LPS shall not be relieved of its obligations under this Section 5.3(a) merely because it has satisfied the LPS Capital Transactions Process.
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Samples: Form of Tax Disaffiliation Agreement (Lender Processing Services, Inc.), Form of Tax Disaffiliation Agreement (Lender Processing Services, Inc.), Tax Disaffiliation Agreement (Fidelity National Information Services, Inc.)
