KLX Sample Clauses

KLX. Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary and regardless of whether KLX obtained a Ruling, Unqualified Supplemental Tax Opinion or waiver described in Section 7.2(c) with respect thereto, subject to Section 7.5(c), KLX shall be responsible for, and shall indemnify and hold harmless B/E and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition of all or a portion of KLX’s stock and/or it assets (and/or any of its Affiliate’s stock or assets) by any Person, (B) any negotiations, understandings, agreements or arrangements by or on behalf of KLX with respect to transactions or events (including stock issuances or option grants) or a series of transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of KLX representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by KLX after the Distribution (including any amendment to KLX’s certificate of incorporation) affecting the voting rights of KLX stock, (D) any act or failure to act by KLX or any KLX Affiliate described in Section 7.2 (regardless, for the avoidance of doubt, whether such act or failure to act is covered by a Ruling, Unqualified Supplemental Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c), a KLX Board Certificate described in Section 7.2(d) or a consent or Unqualified Supplemental Tax Opinion described in Section 7.2(e) or Section 7.2(f)), or (E) any breach by KLX of its agreement and representation set forth in Section 7.1(a).
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