Common use of Indemnity Obligations Clause in Contracts

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent Air Products shall indemnify and hold harmless SpinCo Versum from and against, and will reimburse SpinCo Versum for, (i) all liability for Taxes allocated to Parent Air Products pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Air Products Group pursuant to this Agreement Agreement, and (iviii) any other Tax-Related Loss resulting (for the amount absence of doubt, in whole or in part) from an acquisition after the Distribution of any Refund received stock or assets of Air Products (or any Air Products Affiliate) by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a)means whatsoever by any Person. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Versum shall indemnify and hold harmless Parent Air Products from and against, and will reimburse Parent Air Products for, (i) all liability for Taxes allocated to SpinCo Versum pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Versum Group pursuant to this Agreement, (iii) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Versum (or any Versum Affiliate) by any means whatsoever by any Person and (iv) the amount of any Refund received by any member of the SpinCo Versum Group that is allocated to Parent Air Products pursuant to Section 2.5(a2.14(a). (c) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Air Products and SpinCo Versum according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent Covidien shall indemnify and hold harmless SpinCo Mallinckrodt from and against, and will reimburse SpinCo Mallinckrodt for, (i) all liability for Taxes allocated to Parent Covidien pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, in any representation, covenant covenant, or obligation of any member of the Parent Covidien Group pursuant to this Agreement Agreement, and (iviii) the amount of any Refund received by any member of the Parent Covidien Group that which is allocated to SpinCo Mallinckrodt pursuant to Section 2.5(aArticle 2.05(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Mallinckrodt shall indemnify and hold harmless Parent Covidien from and against, and will reimburse Parent Covidien for, (i) all liability for Taxes allocated to SpinCo Mallinckrodt pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, in any representation, covenant covenant, or obligation of any member of the SpinCo Mallinckrodt Group pursuant to this Agreement, (iii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any Prohibited Act by Mallinckrodt or any member of the Mallinckrodt Group, regardless of whether (A) Covidien consented to such Prohibited Act, or (B) Mallinckrodt obtained an Unqualified Tax Opinion, and (iv) the amount of any Refund received by any member of the SpinCo Mallinckrodt Group that which is allocated to Parent Covidien pursuant to Section 2.5(aArticle 2.05(b). (c) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(aArticles 5.01(a) and Section 5.1(b5.01(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Covidien and SpinCo Mallinckrodt according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent Labcorp shall indemnify and hold harmless SpinCo Fortrea from and against, and will reimburse SpinCo Fortrea for, (i) all liability for Taxes allocated to Parent Labcorp pursuant to Article ARTICLE II, (ii) all Tax Tax-Related Costs and Expenses allocated to Parent Labcorp pursuant to Section 6.76.08, (iii) all Taxes, Tax Tax-Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Labcorp Group pursuant to this Agreement the Transaction Documents, and (iv) the amount of any Refund received by any member of the Parent Labcorp Group that is allocated owed to SpinCo Fortrea pursuant to Section 2.5(a)2.06. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreement, SpinCo Fortrea shall indemnify and hold harmless Parent Labcorp from and against, and will reimburse Parent Labcorp for, (i) all liability for Taxes allocated to SpinCo Fortrea pursuant to Article ARTICLE II, (ii) all Tax Tax-Related Costs and Expenses allocated to SpinCo Fortrea pursuant to Section 6.76.08, (iii) all liability for Taxes, Tax Tax-Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Fortrea Group pursuant to this Agreementthe Transaction Documents, (iv) the amount of any Refund received by any member of the SpinCo Fortrea Group that is allocated owed to Parent Labcorp pursuant to Section 2.5(a) 2.06, and (v) any Distribution Transaction Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Fortrea Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied)Action. To the extent that any Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss is Losses are subject to indemnity indemnification pursuant to both Section 5.1(a5.01(a) and Section 5.1(b5.01(b), responsibility for such Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss Losses shall be shared by Parent Labcorp and SpinCo Fortrea according to relative fault fault, as determined by Parent Labcorp in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to clause (iii) or clause (v) of this Section 5.1(b)(iii) and (v5.01(b) shall be determined, in ParentLabcorp’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Labcorp Group or the Parent Labcorp Business.

Indemnity Obligations. (a) Parent KAR shall indemnify and hold harmless SpinCo Spinco from and against, and will reimburse SpinCo Spinco for, (i) all liability for Taxes allocated to Parent KAR pursuant to Article IIthis Agreement, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent KAR Group pursuant to this Agreement (including but not limited to any of the foregoing contained in Section 4.1 or Section 4.2) or any Tax Materials, (iii) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of KAR (or any KAR Affiliate) by any means whatsoever by any Person, and (iv) the amount of any Refund received by any member of the Parent Group that other amounts KAR is allocated required to SpinCo pay to Spinco pursuant to Section 2.5(a)the terms of this Agreement. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Spinco shall indemnify and hold harmless Parent KAR from and against, and will reimburse Parent KAR for, (i) all liability for Taxes allocated to SpinCo Spinco pursuant to Article IIthis Agreement, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Spinco Group pursuant to this AgreementAgreement (including but not limited to any of the foregoing contained Section 4.1 or Section 4.2) or any Tax Materials, (iii) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Spinco (or any Spinco Affiliate) by any means whatsoever by any Person, (iv) the amount of any Refund received by any member of the SpinCo Spinco Group that is allocated to Parent KAR pursuant to Section 2.5(a) 2.16(a), and (v) any Distribution Taxes and Tax Related Losses attributable other amounts Spinco is required to a Prohibited Actpay to KAR pursuant to the terms of this Agreement (including, or otherwise attributable but not limited to, any amounts Spinco is required to a SpinCo Disqualifying Action pay KAR pursuant to Section 3.6(b)). (regardless of whether the conditions set forth in Section 4.2(cc) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility each of KAR and Spinco shall pay and be responsible for fifty (50) percent of such Tax, Tax -Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessLoss.

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses Taxes and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses Taxes and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (viv) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute reasonable discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent ASD shall indemnify and hold harmless SpinCo WABCO from and against, and will reimburse SpinCo for, WABCO for (i) all liability for ASD Taxes allocated to Parent pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Indemnifiable Losses (without duplication) to the extent arising out of, based upon, upon or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent ASD Group pursuant to under this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a)Agreement. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo the WABCO Group shall indemnify and hold harmless Parent ASD from and against, and will reimburse Parent for, ASD for (i) all liability for WABCO Taxes allocated to SpinCo pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Indemnifiable Losses (without duplication) arising out of, based upon, upon or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, in any representation, covenant or obligation of any member of the SpinCo WABCO Group pursuant to under this Agreement. (c) WLP shall indemnify and hold harmless TBLP and its Subsidiaries from and against, and will reimburse TBLP and its Subsidiaries for (ivi) the amount WLP Restructuring Tax Liability and (ii) all Taxes and Indemnifiable Losses arising out of, based upon or relating or attributable to any breach of any Refund received by any member representation, covenant or obligation of WLP under this Agreement. (d) WABCO Brazil shall indemnify and hold harmless Trane Brazil and its Subsidiaries from and against, and will reimburse Trane Brazil and its Subsidiaries for (i) the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) WABCO Brazil Restructuring Tax Liability and (vii) any Distribution all Taxes and Tax Related Indemnifiable Losses arising out of, based upon or relating or attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount breach of any liability for Taxes which are indemnifiable pursuant to representation, covenant or obligation of WABCO Brazil under this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessAgreement.

Indemnity Obligations. (a) Parent Xxxxxxx shall indemnify and hold harmless SpinCo Veralto from and against, and will reimburse SpinCo Veralto for, (i) all liability for Taxes allocated to Parent Xxxxxxx pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Xxxxxxx Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Xxxxxxx Group that is allocated to SpinCo Veralto pursuant to Section 2.5(a2.10(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Xxxxxxx shall indemnify and hold harmless Parent Xxxxxxx from and against, and will reimburse Parent Xxxxxxx for, (i) all liability for Taxes allocated to SpinCo Veralto pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Veralto Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Veralto Group that is allocated to Parent Xxxxxxx pursuant to Section 2.5(a2.10(a) and (viv) any Distribution Taxes and Tax Tax- Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo an Veralto Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Xxxxxxx and SpinCo Xxxxxxx according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent Xxxxxxxxx shall indemnify and hold harmless SpinCo WKKC from and against, and will reimburse SpinCo WKKC for, (i) all liability for Taxes allocated to Parent Kellanova pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Kellanova Group pursuant to this Agreement Agreement, (iii) [[•]% of] all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which WKKC is responsible pursuant to Section 5.1(b)(ii) or 5.1(b)(iv), and (iv) the amount of any Refund received by any member of the Parent Kellanova Group that is allocated to SpinCo WKKC pursuant to Section 2.5(a2.4(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo WKKC shall indemnify and hold harmless Parent Xxxxxxxxx from and against, and will reimburse Parent Xxxxxxxxx for, (i) all liability for Taxes allocated to SpinCo WKKC pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo WKKC Group pursuant to this Agreement, (iviii) [[•]% of] all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which Xxxxxxxxx is responsible pursuant to Section 5.1(a)(ii) (iii) the amount of any Refund received by any member of the SpinCo WKKC Group that is allocated to Parent Kellanova pursuant to Section 2.5(a) 2.4(a), and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo WKKC Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(aSections 5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) or (iv) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Xxxxxxxxx and SpinCo WKKC according to relative fault as determined by Parent Xxxxxxxxx in its sole and absolute discretion. The amount good faith discretion (for the avoidance of any liability for Taxes which are indemnifiable pursuant doubt, subject to this the provisions of Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business9.1).

Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent Xxxxxxxxx shall indemnify and hold harmless SpinCo WKKC from and against, and will reimburse SpinCo WKKC for, (i) all liability for Taxes allocated to Parent Kellanova pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Kellanova Group pursuant to this Agreement Agreement, (iii) 83% of all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which WKKC is responsible pursuant to Section 5.1(b)(ii) or 5.1(b)(iv), and (iv) the amount of any Refund received by any member of the Parent Kellanova Group that is allocated to SpinCo WKKC pursuant to Section 2.5(a2.4(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo WKKC shall indemnify and hold harmless Parent Xxxxxxxxx from and against, and will reimburse Parent Xxxxxxxxx for, (i) all liability for Taxes allocated to SpinCo WKKC pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo WKKC Group pursuant to this Agreement, (iviii) 17% of all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which Xxxxxxxxx is responsible pursuant to Section 5.1(a)(ii) (iii) the amount of any Refund received by any member of the SpinCo WKKC Group that is allocated to Parent Kellanova pursuant to Section 2.5(a) 2.4(a), and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo WKKC Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(aSections 5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) or (iv) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Xxxxxxxxx and SpinCo WKKC according to relative fault as determined by Parent Xxxxxxxxx in its sole and absolute discretion. The amount good faith discretion (for the avoidance of any liability for Taxes which are indemnifiable pursuant doubt, subject to this the provisions of Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business9.1).

Indemnity Obligations. (a) Parent Flex shall indemnify and hold harmless SpinCo NewCo and PubCo from and against, and will reimburse SpinCo NewCo and PubCo for, (i) all liability for Taxes allocated to Parent Flex pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Flex Group pursuant to this Agreement and Agreement, (iviii) the amount of any Refund received by any member of the Parent Flex Group that is allocated to SpinCo NewCo pursuant to Section 2.5(a), and (iv) any Distribution Taxes and Tax-Related Losses that are not described in Section 5.1(b). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion or Supplemental Ruling may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo NewCo (on behalf of itself or PubCo, as applicable) shall indemnify and hold harmless Parent Flex from and against, and will reimburse Parent Flex for, (i) all liability for Taxes allocated to SpinCo NewCo pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of NewCo or any other member of the SpinCo NewCo Group or of PubCo or any of its Subsidiaries pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Group NewCo Group, PubCo or any Subsidiary of PubCo that is allocated to Parent Flex pursuant to Section 2.5(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, NewCo or otherwise attributable to a SpinCo PubCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c4.2(e) are satisfied). ; provided, however, that notwithstanding anything to the contrary in this Agreement, neither NewCo nor PubCo (nor any of their respective Affiliates) shall be responsible for the accuracy or completeness of any representation, warranty or covenant made by NewCo pursuant to this Agreement (or otherwise) with respect to periods prior to the effectiveness of the Mergers. (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Flex, on the one hand, and SpinCo NewCo or PubCo, on the other hand, according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent Cummins shall indemnify and hold harmless SpinCo Filtration from and against, and will reimburse SpinCo Filtration for, (i) all liability for Taxes allocated to Parent Cummins pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Cummins Group pursuant to this Agreement Agreement, and (iviii) the amount of any Refund received by any member of the Parent Cummins Group that is allocated to SpinCo Filtration pursuant to Section 2.5(a2.10(a) and determined in accordance with Section 2.10(b). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder hereunder, and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Filtration shall indemnify and hold harmless Parent Cummins from and against, and will reimburse Parent Cummins for, (i) all liability for Taxes allocated to SpinCo Filtration pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Filtration Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Filtration Group that is allocated to Parent Cummins pursuant to Section 2.5(a2.10(a) and determined in accordance with Section 2.10(b), and (viv) any Distribution Taxes and Tax Tax-Related Losses arising out of, based upon, or relating or attributable to a Prohibited Act, or otherwise attributable to a SpinCo any Filtration Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Cummins and SpinCo Filtration according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent AWI shall indemnify and hold harmless SpinCo AFI from and against, and will reimburse SpinCo AFI for, (i) all liability for Taxes allocated to Parent AWI pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent AWI Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a)Agreement. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreementcontained herein, SpinCo AFI shall indemnify and hold harmless Parent AWI from and against, and will reimburse Parent AWI for, (i) all liability for Taxes allocated to SpinCo AFI pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo AFI Group pursuant to this Agreement, (iii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any Prohibited Act by AFI or any member of the AFI Group, regardless of whether (A) AWI consented to such Prohibited Act, or (B) AFI obtained an Unqualified Tax Opinion, and (iv) the amount of any Refund received by any member of the SpinCo AFI Group that is allocated to Parent AWI pursuant to Section 2.5(aArticle 2.4(a). (c) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Articles 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent AWI and SpinCo AFI according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent Remainco shall indemnify and hold harmless SpinCo Parent and Spinco from and against, and will reimburse SpinCo Spinco for, (i) all liability for Taxes allocated to Parent Remainco pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Remainco Group pursuant to this Agreement Agreement, and (iviii) the amount of any Refund received by any member of the Parent Remainco Group that is allocated to SpinCo Spinco pursuant to Section 2.5(a2.7(a). (b) Without Except as otherwise provided in Section 5.1(a), without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided provided, any Post-Distribution Ruling obtained or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, in this the Separation Agreement, SpinCo the Merger Agreement or other Ancillary Agreement, Parent and Spinco shall indemnify and hold harmless Parent Remainco from and against, and will reimburse Parent Remainco for, (i) all liability for Taxes allocated to SpinCo Spinco pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Spinco Group pursuant to this Agreement, and (iviii) the amount of any Refund received by any member of the SpinCo Spinco Group that is allocated to Parent Remainco pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied2.7(a). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Group pursuant to this Agreement Agreement, (iii) all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which SpinCo is responsible pursuant to Section 5.1(b)(ii) or 5.1(b)(iv), and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a2.6(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) 2.6(a), and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(aSections 5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) or (iv) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute good faith discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent Xxxxxxx shall indemnify and hold harmless SpinCo Envista from and against, and will reimburse SpinCo Envista for, (i) all liability for Taxes allocated to Parent Xxxxxxx pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Xxxxxxx Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Xxxxxxx Group that is allocated to SpinCo Envista pursuant to Section 2.5(a2.10(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Envista shall indemnify and hold harmless Parent Xxxxxxx from and against, and will reimburse Parent Xxxxxxx for, (i) all liability for Taxes allocated to SpinCo Envista pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Envista Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Envista Group that is allocated to Parent Xxxxxxx pursuant to Section 2.5(a2.10(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo an Envista Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Xxxxxxx and SpinCo Envista according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo PPD shall indemnify and hold harmless Parent Furiex, each member of the Furiex Group and their respective directors, officers and employees (collectively, the “Furiex Indemnitees”) from and against, and will reimburse Parent the Furiex Indemnitees for, (i) all liability for Taxes allocated to SpinCo pursuant to Article IIPPD Taxes, (ii) all Tax Related Costs any Transfer Taxes, and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs Liabilities and Expenses related costs, expenses and Tax Related Losses (without duplication) losses arising out of, based upon, upon or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, in any representation, covenant or obligation of any member of the SpinCo PPD Group pursuant to under this Agreement. (b) Notwithstanding whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Furiex shall indemnify and hold harmless PPD, each member of the PPD Group and their respective directors, officers and employees (collectively, the “PPD Indemnitees”) from and against, and will reimburse the PPD Indemnities, for, (ivi) the amount all Furiex Taxes and (ii) all Taxes, Liabilities and related costs, expenses and losses arising out of, based upon or relating or attributable to any breach of or inaccuracy in any Refund received by representation, covenant or obligation of any member of the SpinCo Furiex Group that is allocated to Parent pursuant to under this Agreement. (c) Any claim for indemnification under this Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss 4 shall be shared governed by, and be subject to, the provisions of Article V of the Separation Agreement, which provisions are hereby incorporated by Parent reference into this Agreement and SpinCo according any references to relative fault “Agreement” in such Article V as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant incorporated herein shall be deemed to be references to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessAgreement.

Indemnity Obligations. (a) Parent Remainco shall indemnify and hold harmless SpinCo Spinco from and against, and will reimburse SpinCo Spinco for, (i) all liability for Taxes allocated to Parent Remainco pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Remainco Group pursuant to this Agreement and Agreement, (iviii) the amount of any Refund received by any member of the Parent Remainco Group that is allocated to SpinCo Spinco pursuant to Section 2.5(a)2.7(a) and (iv) any Distribution Taxes and Tax-Related Losses attributable to a Remainco Disqualifying Action. (b) Without Except as otherwise provided in Section 5.1(d), without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided provided, any Post-Distribution Ruling obtained or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, in this the Separation Agreement, SpinCo the Merger Agreement or other Ancillary Agreement, Parent and Spinco shall indemnify and hold harmless Parent Remainco from and against, and will reimburse Parent Remainco for, (i) all liability for Taxes allocated to SpinCo Spinco pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Spinco Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Spinco Group that is allocated to Parent Remainco pursuant to Section 2.5(a2.7(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited ActSpinco Disqualifying Action . (c) Except as otherwise provided in Section 5.1(d), or otherwise if any Distribution Taxes are (i) not attributable to either a SpinCo Remainco Disqualifying Action or a Spinco Disqualifying Action or (regardless of whether the conditions set forth in Section 4.2(cii) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant attributable to both Section 5.1(aa Remainco Disqualifying Action and a Spinco Disqualifying Action, then Remainco shall bear fifty percent (50%) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according Spinco shall bear fifty percent (50%) of such Distribution Taxes and corresponding Tax-Related Losses. (d) If any Distribution Taxes or Tax-Related Losses attributable thereto are attributable to relative fault as determined by Parent any action or transaction constituting a Spinco Disqualifying Action with respect to which Spinco obtains both (i) the prior written consent of Remainco in its sole and absolute discretion. The amount satisfaction of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii4.2(d)(iii) and (vii) either an Unqualified Tax Opinion in form and substance reasonably satisfactory to Remainco in satisfaction of Section 4.2(d)(i) or a Post-Distribution Ruling in satisfaction of Section 4.2(d)(ii), then Remainco shall be determined, in Parent’s sole bear fifty percent (50%) and absolute discretion, without regard to any Tax Attributes Parent and Spinco shall bear fifty percent (50%) of the Parent Group or the Parent Businesssuch Distribution Taxes and corresponding Tax-Related Losses.

Indemnity Obligations. (a) Parent Fortive shall indemnify and hold harmless SpinCo Vontier from and against, and will reimburse SpinCo Vontier for, (i) all liability for Taxes allocated to Parent Fortive pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Fortive Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Fortive Group that is allocated to SpinCo Vontier pursuant to Section 2.5(a2.10(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Vontier shall indemnify and hold harmless Parent Fortive from and against, and will reimburse Parent Fortive for, (i) all liability for Taxes allocated to SpinCo Vontier pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Vontier Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Vontier Group that is allocated to Parent Fortive pursuant to Section 2.5(a) and 2.10(a), (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Vontier Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). ) and (v) any Taxes incurred by one or more members of the Fortive Group arising from or attributable to the disallowance of losses generated by one or more members of the Vontier Group in respect of which one or more members of the Fortive Group has made a claim to group relief. (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Fortive and SpinCo Vontier according to relative fault as determined by Parent Fortive in its sole and absolute good faith discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.76.6, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund Tax Benefit received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.76.6, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Tax Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretionParent. The amount of any liability for Taxes which that are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, determined by Parent without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent The Seller shall indemnify and hold save harmless SpinCo Flora Growth from all claims, losses and against, and will reimburse SpinCo for, damages suffered or incurred by Flora Growth as a result of or arising directly or indirectly out of or in connection with: (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or any inaccuracy inof any representation or warranty contained in the Definitive Agreements, or in any agreement, certificate or other document delivered pursuant thereto; (ii) any breach or non-performance by the Seller of any covenant to be performed by it that is contained in the Definitive Agreement or any agreement, certificate or other document delivered pursuant thereto; and (iii) any liabilities incurred by Flora Growth relating to the failure to perform, as applicable, any representation, covenant or obligation of any member of satisfy all liabilities relating to the Parent Group pursuant Business for the period up to this Agreement and the Closing Date (iv) the amount of any Refund received other than those liabilities being assumed by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(aFlora Growth). (b) Without regard The parties acknowledge and agree that the Seller shall not be liable to whether a Post-Distribution Ruling Flora Growth for losses relating to indemnity claims, until the aggregate amount of all losses in respect of such claims exceeds $50,000, after which the Seller shall be required to pay or an Unqualified Tax Opinion may have been provided or whether be liable for all such losses from the first dollar. (c) The parties acknowledge and agree that any action is permitted or consented customary caps on indemnifications shall be agreed to hereunder by the parties in the Definitive Agreement. Except in respect of certain fundamental representations and notwithstanding anything to warranties of the contrary Sellers and the Company, and other representation and warranties of the Sellers and the Company described in this the Definitive Agreement, SpinCo the indemnity obligations of the Sellers shall survive in full force and effect until 18 months after the Second Closing date. (d) The parties acknowledge and agree that any customary caps on indemnifications shall be agreed to by the parties in the Definitive Agreement. The Purchaser shall agree to indemnify and hold save harmless Parent the Seller from all claims, losses and against, and will reimburse Parent for, damages suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with: (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or any inaccuracy inof any representation or warranty contained in the Definitive Agreement, or failure to performin any agreement, as applicable, certificate or other document delivered pursuant thereto; and (ii) any representation, covenant breach or obligation non-performance by Flora Growth of any member of the SpinCo Group pursuant covenant to this Agreement, (iv) the amount of any Refund received be performed by any member of the SpinCo Group it that is allocated contained in the Definitive Agreement or any agreement, certificate or other document delivered pursuant thereto (including any obligations set out in the contracts to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfiedbe assumed by Flora Growth). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent WDC shall indemnify and hold harmless SpinCo Spinco from and against, and will reimburse SpinCo Spinco for, without duplication: (i) all liability for Taxes allocated to Parent WDC pursuant to Article II, together with WDC’ allocable portion of all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes or any other out-of-pocket costs incurred in connection with such Taxes, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent WDC Group pursuant to this Agreement and Agreement, (iviii) the amount of any Refund received by any member of the Parent WDC Group that is allocated to SpinCo Spinco pursuant to Section 2.5(a)2.4(a) and (iv) any Distribution Taxes and Tax-Related Losses, except to the extent attributable to a Spinco Disqualifying Action. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo Spinco shall indemnify and hold harmless Parent WDC from and against, and will reimburse Parent WDC for, without duplication: (i) all liability for Taxes allocated to SpinCo Spinco pursuant to Article II, together with Spinco’s allocable portion of all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes or any other out-of-pocket costs incurred in connection with such Taxes, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Spinco Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Spinco Group that is allocated to Parent WDC pursuant to Section 2.5(a2.4(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Spinco Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent WDC and SpinCo Spinco according to relative fault as determined by Parent in its sole and absolute discretionfault. The amount For purposes of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii5.1(a)(i) and (v) Section 5.1(b)(i), a Party’s allocable portion of fees or costs shall be determined, in Parent’s sole and absolute discretion, without regard equal to any Tax Attributes the percentage allocation of the Parent Group or the Parent Businessunderlying Tax to such Party under Article II.

Indemnity Obligations. (a) Parent Flex shall indemnify and hold harmless SpinCo NewCo and PubCo from and against, and will reimburse SpinCo NewCo and PubCo for, (i) all liability for Taxes allocated to Parent Flex pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Flex Group pursuant to this Agreement and Agreement, (iviii) the amount of any Refund received by any member of the Parent Flex Group that is allocated to SpinCo NewCo pursuant to Section 2.5(a2.6(a), and (iv) any Distribution Taxes and Tax-Related Losses that are not described in Section 5.1(b). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion or Supplemental Ruling may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo NewCo (on behalf of itself or PubCo, as applicable) shall indemnify and hold harmless Parent Flex from and against, and will reimburse Parent Flex for, (i) all liability for Taxes allocated to SpinCo NewCo pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of NewCo or any other member of the SpinCo NewCo Group or of PubCo or any of its Subsidiaries pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Group NewCo Group, PubCo or any Subsidiary of PubCo that is allocated to Parent Flex pursuant to Section 2.5(a2.6(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, NewCo or otherwise attributable to a SpinCo PubCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c4.2(e) are satisfied). ; provided, however, that notwithstanding anything to the contrary in this Agreement, neither NewCo nor PubCo (nor any of their respective Affiliates) shall be responsible for the accuracy or completeness of any representation, warranty or covenant made by NewCo pursuant to this Agreement (or otherwise) with respect to periods prior to the effectiveness of the Mergers. (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Flex, on the one hand, and SpinCo NewCo or PubCo, on the other hand, according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent Fortive shall indemnify and hold harmless SpinCo Vontier from and against, and will reimburse SpinCo Vontier for, (i) all liability for Taxes allocated to Parent Fortive pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Fortive Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Fortive Group that is allocated to SpinCo Vontier pursuant to Section 2.5(a2.10(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Vontier shall indemnify and hold harmless Parent Fortive from and against, and will reimburse Parent Fortive for, (i) all liability for Taxes allocated to SpinCo Vontier pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Vontier Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Vontier Group that is allocated to Parent Fortive pursuant to Section 2.5(a) and 2.10(a), (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Vontier Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). ) and (v) any Taxes incurred by one or more members of the Fortive Group arising from or attributable to the disallowance of losses generated by one or more members of the Vontier Group in respect of which one of more members of the Fortive Group has made a claim to group relief. (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Fortive and SpinCo Vontier according to relative fault as determined by Parent Fortive in its sole and absolute good faith discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent Xxxxxxx shall indemnify and hold harmless SpinCo Veralto from and against, and will reimburse SpinCo Veralto for, (i) all liability for Taxes allocated to Parent Xxxxxxx pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Xxxxxxx Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Xxxxxxx Group that is allocated to SpinCo Veralto pursuant to Section 2.5(a2.10(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo Xxxxxxx shall indemnify and hold harmless Parent Xxxxxxx from and against, and will reimburse Parent Xxxxxxx for, (i) all liability for Taxes allocated to SpinCo Veralto pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo Veralto Group pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Veralto Group that is allocated to Parent Xxxxxxx pursuant to Section 2.5(a2.10(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo an Veralto Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). . (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Xxxxxxx and SpinCo Xxxxxxx according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.76.6, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund Tax Benefit received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.76.6, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretionParent. The amount of any liability for Taxes which that are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, determined by Parent without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Ivory Parent shall indemnify and hold harmless SpinCo the members of the NewCo Group from and against, and will reimburse SpinCo them for, (i) all liability for Taxes allocated to Ivory Parent pursuant to Article II, (ii) all Tax Related Costs liability for Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Ivory Retained Group pursuant to this Agreement and (iviii) the amount of any Refund received by any member of the Parent Ivory Retained Group that is allocated to SpinCo NewCo pursuant to Section 2.5(a2.6(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding Notwithstanding anything else to the contrary contained in this Agreementthe Separation Documentation, SpinCo the Merger Agreement or other Transaction Document, NewCo shall indemnify and hold harmless Parent the members of the Ivory Retained Group from and against, and will reimburse Parent them for, (i) all liability for Taxes allocated to SpinCo NewCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs Taxes and Expenses and Tax Tax-Related Losses (without duplication) attributable thereto arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo NewCo Group pursuant to this Agreement, and (iviii) the amount of any Refund received by any member of the SpinCo NewCo Group that is allocated to Ivory Parent pursuant to Section 2.5(a2.6(a); provided, however, that no indemnification obligation shall arise pursuant to clause (ii) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Actthe extent such breach of or inaccuracy in, or otherwise attributable failure to perform, as applicable, any representation, covenant, or obligation of any member of the NewCo Group pursuant to this Agreement resulted from an act, transaction or election that was unanimously approved by all directors then designated by Xxxxx XxxxXx on the board of directors of NewCo who participate in the vote of the board of directors of NewCo (whether in person, by proxy, by written consent, or otherwise) that results in such approval, provided that such participating Ivory HoldCo-designated directors represent a SpinCo Disqualifying Action majority of the directors on the board of directors of NewCo participating in such vote. (regardless of whether the conditions set forth in Section 4.2(cc) are satisfied). To the extent that any Tax or Tax, Tax -Related Costs and Expenses or Tax Related Loss Losses is subject to indemnity pursuant to both Section 5.1(a5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Ivory Parent and SpinCo NewCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable the Accounting Firm pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business9.1.

Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent NCR shall indemnify and hold harmless SpinCo ATMCo from and against, and will reimburse SpinCo ATMCo for, : (i) all liability for Taxes allocated to Parent NCR pursuant to Article II, II (other than liabilities described in Section 5.1(b)(ii) and/or 5.1(b)(iii)); (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent NCR Group pursuant to this Agreement and Agreement; and (iviii) the amount of any Refund received by any member of the Parent Group that other amounts NCR is allocated required to SpinCo pay to ATMCo pursuant to Section 2.5(a)the terms of this Agreement. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreementhereunder, SpinCo ATMCo shall indemnify and hold harmless Parent NCR from and against, and will reimburse Parent NCR for, : (i) all liability for Taxes allocated to SpinCo ATMCo pursuant to Article II, ; (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo ATMCo Group pursuant to this Agreement, ; (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (viii) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable an ATMCo Disqualifying Action; and (iv) any other amounts ATMCo is required to a SpinCo Disqualifying Action pay to NCR pursuant to the terms of this Agreement. (regardless of whether the conditions set forth in Section 4.2(cc) are satisfied). To the extent that any Tax or Tax, Tax -Related Costs and Expenses or Tax Related Loss Losses is subject to indemnity pursuant to both Section 5.1(a5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) or (iii) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent NCR and SpinCo ATMCo according to relative fault as determined by Parent NCR in its sole and absolute good faith discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent Flex shall indemnify and hold harmless SpinCo NewCo and PubCo from and against, and will reimburse SpinCo NewCo and PubCo for, (i) all liability for Taxes allocated to Parent Flex pursuant to Article II, and (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent Flex Group pursuant to this Agreement and Agreement, (iviii) the amount of any Refund received by any member of the Parent Flex Group that is allocated to SpinCo NewCo pursuant to Section 2.5(a2.6(a), and (iv) any Distribution Taxes and Tax-Related Losses that are not described in Section 5.1(b). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion or Supplemental Ruling may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary in this Agreementcontained herein, SpinCo NewCo (on behalf of itself or PubCo, as applicable) shall indemnify and hold harmless Parent Flex from and against, and will reimburse Parent Flex for, (i) all liability for Taxes allocated to SpinCo NewCo pursuant to Article II, (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax- Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of NewCo or any other member of the SpinCo NewCo Group or of PubCo or any of its Subsidiaries pursuant to this Agreement, (iviii) the amount of any Refund received by any member of the SpinCo Group NewCo Group, PubCo or any Subsidiary of PubCo that is allocated to Parent Flex pursuant to Section 2.5(a2.6(a) and (viv) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, NewCo or otherwise attributable to a SpinCo PubCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c4.3(e) are satisfied). ; provided, however, that notwithstanding anything to the contrary in this Agreement, neither NewCo nor PubCo (nor any of their respective Affiliates) shall be responsible for the accuracy or completeness of any representation, warranty or covenant made by NewCo pursuant to this Agreement (or otherwise) with respect to periods prior to the effectiveness of the Merger. (c) To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section Sections 5.1(a) and Section 5.1(b), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent Flex, on the one hand, and SpinCo NewCo or PubCo, on the other hand, according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Businessfault.

Indemnity Obligations. (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability All sums payable by any Seller Entity or a Purchaser under or for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement or a Local Transfer Agreement shall be paid free and (iv) the amount clear of any Refund received all deductions or withholdings whatsoever, save only as provided in this Agreement or as required by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a)law. (b) Without regard to whether a Post-Distribution Ruling If any deduction or an Unqualified Tax Opinion may have been provided or whether withholding is required by Law from any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, payment by (i) all liability for Taxes allocated any Seller Entity to SpinCo pursuant to Article IIa Purchaser in respect of a Seller Payment Obligation, or (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable a Purchaser to any breach Seller Entity in respect of a Purchaser Payment Obligation, the Seller Entity or inaccuracy in, or failure to perform, Purchaser (as applicable) shall pay such additional amount as will, after such deduction or withholding has been made, leave the relevant Purchaser or Seller Entity (as applicable) with the full amount which would have been received by it had no such deduction or withholding been required to be made. (c) If any representationsum paid to (i) a Purchaser in respect of a Seller Payment Obligation; or (ii) a Seller Entity in respect of a Purchaser Payment Obligation is required by law to be brought into charge to Tax (including in circumstances where any Relief is available in respect of such charge to Tax), covenant then the Seller Entity or obligation Purchaser (as applicable) shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount (or that would be so chargeable but for such Relief), is equal to the amount that would otherwise be payable. (d) ‎Section 7.8(c) above shall apply in respect of any member of the SpinCo Group pursuant amount deducted or withheld as contemplated by ‎Section 7.8(b) as it applies to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable sums paid to a Prohibited ActPurchaser or Seller (as applicable), or otherwise attributable save to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that in computing the Tax chargeable the relevant Purchaser or Seller Entity (as applicable) is able to obtain a credit for the amount deducted or withheld. (e) Each Seller Entity and each Purchaser shall use reasonable endeavors to obtain and utilize a Relief in respect of any Taxdeduction, Tax Related Costs and Expenses withholding or Tax Related Loss in respect of which an additional amount has been paid under Section 7.8(b) or Section 7.8(c) and, to the extent that the payee obtains and utilizes a Relief, the payee shall pay to the payer, within ten (10) Business Days of utilizing such Relief, such amounts as it determines, acting reasonably, is subject equal to indemnity pursuant to both Section 5.1(athe lower of the value of the benefit thereby obtained and the additional amount paid. (f) ‎Section 7.8(b) and Section 5.1(b)‎Section 7.8(c) shall not apply to the extent that the relevant deduction, responsibility for such Tax, Tax Related Costs and Expenses withholding or Tax Related Loss shall be shared would not have arisen but for an assignment by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount the payee of any liability for Taxes which are indemnifiable pursuant to of its rights under this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessAgreement.

Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement: (a) Parent NCR shall indemnify and hold harmless SpinCo ATMCo from and against, and will reimburse SpinCo ATMCo for, : (i) all liability for Taxes allocated to Parent NCR pursuant to Article II, II (other than liabilities described in Section 5.1(b)(ii) and/or 5.1(b)(iii)); (ii) all Tax Related Costs Taxes and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the Parent NCR Group pursuant to this Agreement and Agreement; and (iviii) the amount of any Refund received by any member of the Parent Group that other amounts NCR is allocated required to SpinCo pay to ATMCo pursuant to Section 2.5(a)the terms of this Agreement. (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreementhereunder, SpinCo ATMCo shall indemnify and hold harmless Parent NCR from and against, and will reimburse Parent NCR for, : (i) all liability for Taxes allocated to SpinCo ATMCo pursuant to Article II, ; (ii) all Tax Related Costs Taxes and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Tax-Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant covenant, or obligation of any member of the SpinCo ATMCo Group pursuant to this Agreement, ; (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (viii) any Distribution Taxes and Tax Tax-Related Losses attributable to a Prohibited Act, or otherwise attributable an ATMCo Disqualifying Action; and (iv) any other amounts ATMCo is required to a SpinCo Disqualifying Action pay to NCR pursuant to the terms of this Agreement. (regardless of whether the conditions set forth in Section 4.2(cc) are satisfied). To the extent that any Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss is subject to indemnity pursuant to both Section 5.1(a5.1(a)(ii) (on the one hand) and Section 5.1(b5.1(b)(ii) or (iii) (on the other hand), responsibility for such Tax or Tax, Tax Related Costs and Expenses or Tax -Related Loss shall be shared by Parent NCR and SpinCo ATMCo according to relative fault as determined by Parent NCR in its sole and absolute good faith discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Indemnity Obligations. (a) Parent shall Subject to Section 12.4 hereof, the Equityholders hereby jointly and severally agree to indemnify and hold the Parent harmless SpinCo from and againstfrom, and will to reimburse SpinCo the Parent for, any Indemnity Claims (ias that term is hereinafter defined) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs arising under the terms and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach conditions of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation this Agreement. For purposes of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo the term "Indemnity Claim" shall indemnify mean any and hold harmless all losses, damages, deficiencies, liabilities, obligations, actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, fees, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever, net of insurance proceeds actually realized by Parent from and against(collectively, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication"Losses") arising out of, based uponupon or resulting from (i) any inaccuracy in or breach of any representation or warranty of the Company or the Equityholders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group covenants, agreements or undertakings of the Company (which covenants, agreements or undertakings were to be performed or complied with on or prior to the consummation of the Merger) or the Equityholders which are contained in or made pursuant to the terms and conditions of this AgreementAgreement or the Letter of Transmittal; (iii) any claims arising prior to the Closing which otherwise would have been covered by fire, property, casualty or liability insurance if the Company had insurance in place for all periods prior to the Closing, or (iv) any claims arising from Taxes that are otherwise due prior to the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent BusinessClosing.