Common use of Liability for Breach of Representation Clause in Contracts

Liability for Breach of Representation. Each of Centex and Cavco hereby represents that (1) it has read the Ruling Documents submitted on or prior to the date hereof, (2) all information contained in such Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and will be true, correct and complete in all material respects as of the Distribution Date. Cavco acknowledges and agrees that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws any portion of a ruling issued to Centex in connection with the Distribution because of a breach by Cavco of a representation made in this Section 4.1, Cavco shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Cavco shall indemnify Centex, each Centex Affiliate and their directors, officers and employees and hold them harmless from and against any Restructuring Taxes. If any Tax Authority withdraws any portion of a ruling issued to Centex in connection with the Distribution because of a breach by Centex or any Centex Affiliate of a representation made in this Section 4.1, Centex and each Centex Affiliate shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Centex and each Centex Affiliate shall jointly and severally indemnify Cavco and its directors, officers and employees and hold them harmless from and against any Restructuring Taxes.

Liability for Breach of Representation. Each of Centex FMC and Cavco Subsidiary hereby represents that (1) it has will read the Ruling Documents submitted on or and Supplemental Ruling Documents prior to the date hereofsubmitted, (2) all information contained in such Ruling Documents and Supplemental Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is party will be true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and party will be true, correct and complete in all material respects as of the Distribution Date. Cavco acknowledges and agrees that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex FMC in connection with the Distribution Spin-Off because of a breach by Cavco Subsidiary or any Subsidiary Affiliate of a representation made in this Section 4.110.1(f), Cavco Subsidiary and each Subsidiary Affiliate shall be responsible for one hundred percent (100%) of any Restructuring TaxesTax-Related Losses resulting from such breach. In such event, Cavco Subsidiary and each Subsidiary Affiliate shall jointly and severally indemnify CentexFMC, each Centex FMC Affiliate and their directors, officers and employees and hold them harmless from and against any Restructuring Taxessuch Tax-Related Losses. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex FMC in connection with the Distribution Spin-Off because of a breach by Centex FMC or any Centex FMC Affiliate of a representation made in this Section 4.110.1(f), Centex FMC and each Centex FMC Affiliate shall be responsible for one hundred percent (100%) of any Restructuring TaxesTax-Related Losses resulting from such breach. In such event, Centex FMC and each Centex FMC Affiliate shall jointly and severally indemnify Cavco Subsidiary, each Subsidiary Affiliate and its their directors, officers and employees and hold them harmless from and against any Restructuring Taxessuch Tax-Related Losses.

Liability for Breach of Representation. Each of Centex and Cavco hereby represents that (1) it has read the Ruling Documents submitted on or prior to the date hereof, (2) all information contained in such Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and will be true, correct and complete in all material respects as of the Distribution Date. Cavco acknowledges and agrees that the term "“Ruling Documents," ” whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws any portion of a ruling issued to Centex in connection with the Distribution because of a breach by Cavco of a representation made in this Section 4.1, Cavco shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Cavco shall indemnify Centex, each Centex Affiliate and their directors, officers and employees and hold them harmless from and against any Restructuring Taxes. If any Tax Authority withdraws any portion of a ruling issued to Centex in connection with the Distribution because of a breach by Centex or any Centex Affiliate of a representation made in this Section 4.1, Centex and each Centex Affiliate shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Centex and each Centex Affiliate shall jointly and severally indemnify Cavco and its directors, officers and employees and hold them harmless from and against any Restructuring Taxes.

Liability for Breach of Representation. Each of Centex FMC and Cavco Subsidiary hereby represents that (1) it has will read the Ruling Documents submitted on or and Supplemental Ruling Documents prior to the date hereofsubmitted, (2) all information contained in such Ruling Documents and Supplemental Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is party will be true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and party will be true, correct and complete in all material respects as of the Distribution Date. Cavco acknowledges and agrees that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex FMC in connection with the Distribution Spin-Off because of a breach by Cavco Subsidiary or any Subsidiary Affiliate of a representation made in this Section 4.110.1(f), Cavco Subsidiary and each Subsidiary Affiliate shall be responsible for one hundred percent (100%) of any Restructuring TaxesTax-Related Losses resulting from such breach. In such event, Cavco Subsidiary and each Subsidiary Affiliate shall jointly and severally indemnify CentexFMC, each Centex FMC Affiliate and their directors, officers and employees and hold them harmless from and against any Restructuring Taxessuch Tax-Related Losses. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex FMC in connection with the Distribution Spin-Off because of a breach by Centex FMC or any Centex FMC Affiliate of a representation made in this Section 4.110.1(f), Centex FMC and each Centex FMC Affiliate shall be responsible for one hundred percent (100%) of any Restructuring TaxesTax-Related Losses resulting from such breach. In such event, Centex FMC and each Centex FMC Affiliate shall jointly and severally indemnify Cavco Subsidiary, each Subsidiary Affiliate and its their directors, officers and employees and hold them harmless from and against any Restructuring Taxes.such Tax-Related Losses. 10.2

Liability for Breach of Representation. Each of Centex Ford and Cavco Associates hereby represents that (1) it has read the Ruling Documents submitted on or prior to the date hereof, (2) all information contained in such Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Spinoff Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and will be true, correct and complete in all material respects as of the Distribution Spinoff Date. Cavco Associates acknowledges and agrees that Ford shall require, prior to the Spinoff, an executed addendum to this Agreement in which Associates will agree that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution Spinoff and provided by Centex Ford to Cavco Associates under Section 4.1 5.1 of this Agreement. If any Tax Authority withdraws any portion of a ruling or Supplemental Ruling issued to Centex Ford in connection with the Distribution Spinoff because of a breach by Cavco Associates or any Associates Affiliate of a representation made in this Section 4.15.1, Cavco Associates and each Associates Affiliate shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Cavco Associates and each Associates Affiliate shall jointly and severally indemnify CentexFord, each Centex Ford Affiliate and their directors, officers and employees and hold them harmless from and against any Restructuring Taxes. If any Tax Authority withdraws any portion of a ruling or Supplemental Ruling issued to Centex Ford in connection with the Distribution Spinoff because of a breach by Centex Ford or any Centex Ford Affiliate of a representation made in this Section 4.15.1, Centex Ford and each Centex Ford Affiliate shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Centex Ford and each Centex Ford Affiliate shall jointly and severally indemnify Cavco Associates, each Associates Affiliate and its their directors, officers and employees and hold them harmless from and against any Restructuring Taxes.. (g)

Liability for Breach of Representation. Each of Centex DuPont and Cavco Conoco hereby represents that (1) it has will read the Ruling Documents submitted on or and Supplemen tal Ruling Documents prior to the date hereofsubmitted, (2) all information contained in such Ruling Documents and Supplemental Ruling Documents that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is party will be true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Spinoff Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and party will be true, correct and complete in all material respects as of the Distribution Spinoff Date. Cavco acknowledges and agrees that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex DuPont in connection with the Distribution Spinoff because of a breach by Cavco Conoco or any Conoco Affiliate of a representation made in this Section 4.110.1, Cavco Conoco and each Conoco Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring TaxesTaxes resulting from such breach. In such event, Cavco Conoco and each Conoco Affiliate shall jointly and severally indemnify CentexDuPont, each Centex DuPont Affiliate and their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex DuPont in connection with the Distribution Spinoff because of a breach by Centex DuPont or any Centex DuPont Affiliate of a representation made in this Section 4.110.1, Centex DuPont and each Centex DuPont Affiliate shall be responsible for one hundred percent (100%) of any Restructuring Taxes. In such event, Centex and each Centex Affiliate shall jointly and severally indemnify Cavco and its directors, officers and employees and hold them harmless from and against any Restructuring Taxes.Spinoff Restructuring

Liability for Breach of Representation. Each of Centex DuPont and Cavco Conoco hereby represents that (1) it has will read the Ruling Documents submitted on or and Supplemental Ruling Documents prior to the date hereofsubmitted, (2) all information contained in such Ruling Documents and Supplemental Ruling Documents that concerns or EXHIBIT 10.13 relates to such party or any affiliate of such party, other than information which is provided by an external expert, is party will be true, correct and complete in all material respects, and (3) except to the extent that such party shall have notified the other party in writing to the contrary and with reasonable specificity prior to the Distribution Spinoff Date, all such information that concerns or relates to such party or any affiliate of such party, other than information which is provided by an external expert, is and party will be true, correct and complete in all material respects as of the Distribution Spinoff Date. Cavco acknowledges and agrees that the term "Ruling Documents," whenever used in this Agreement, includes all filings or ruling requests or other materials, appendices and exhibits submitted after the date hereof to the Service or any Tax Authority in connection with the Distribution and provided by Centex to Cavco under Section 4.1 of this Agreement. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex DuPont in connection with the Distribution Spinoff because of a breach by Cavco Conoco or any Conoco Affiliate of a representation made in this Section 4.110.1, Cavco Conoco and each Conoco Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring TaxesTaxes resulting from such breach. In such event, Cavco Conoco and each Conoco Affiliate shall jointly and severally indemnify CentexDuPont, each Centex DuPont Affiliate and their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes. If any Tax Authority withdraws all or any portion of a ruling Ruling or Supplemental Ruling issued to Centex DuPont in connection with the Distribution Spinoff because of a breach by Centex DuPont or any Centex DuPont Affiliate of or a representation made in this Section 4.110.1, Centex DuPont and each Centex DuPont Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring TaxesTaxes resulting from such breach. In such event, Centex DuPont and each Centex DuPont Affiliate shall jointly and severally indemnify Cavco Conoco, each Conoco Affiliate and its their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes.