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