Indemnification Obligations of RemainCo. RemainCo shall indemnify SpinCo and SpinCo’s Affiliates and hold them harmless from and against (without duplication): (a) All Taxes and other amounts for which RemainCo Group is responsible under this Agreement; and (b) All Taxes and reasonable out-of-pocket costs for advisors and other expenses attributable to a breach of any representation, covenant, or obligation of RemainCo under this Agreement.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Hill-Rom Holdings, Inc.), Tax Sharing Agreement (Batesville Holdings, Inc.), Tax Sharing Agreement (Hillenbrand, Inc.)
Indemnification Obligations of RemainCo. RemainCo shall indemnify SpinCo and SpinCo’s its Affiliates and hold them the indemnified party harmless from and against (without duplication):
(a) All all Taxes and other amounts for which the RemainCo Group is responsible under this AgreementAgreement and any related Losses, including, for the avoidance of doubt, any Taxes actually paid by SpinCo as the result of a RemainCo Fault for Distribution Purposes; and
(b) All all Taxes and reasonable out-of-pocket costs for advisors and other expenses Losses attributable to a breach of any representation, covenant, or obligation of RemainCo under this Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.), Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.)
