Common use of Liability for Breach of Representation Clause in Contracts

Liability for Breach of Representation. Each of FMC and Subsidiary hereby represents that (1) it will read the Ruling Documents and Supplemental Ruling Documents prior to the date submitted, (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 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 will be true, correct and complete in all material respects as of the Distribution Date. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC in connection with the Spin-Off because of a breach by Subsidiary or any Subsidiary Affiliate of a representation made in this Section 10.1(f), Subsidiary and each Subsidiary Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breach. In such event, Subsidiary and each Subsidiary Affiliate shall jointly and severally indemnify FMC, each FMC Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related Losses. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC in connection with the Spin-Off because of a breach by FMC or any FMC Affiliate of a representation made in this Section 10.1(f), FMC and each FMC Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breach. In such event, FMC and each FMC Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related Losses.

Liability for Breach of Representation. Each of FMC Centex and Subsidiary Cavco hereby represents that (1) it will has read the Ruling Documents and Supplemental Ruling Documents submitted on or prior to the date submittedhereof, (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 will be 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 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 all or any portion of a Ruling or Supplemental Ruling ruling issued to FMC Centex in connection with the Spin-Off Distribution because of a breach by Subsidiary or any Subsidiary Affiliate Cavco of a representation made in this Section 10.1(f)4.1, Subsidiary and each Subsidiary Affiliate Cavco shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, Subsidiary and each Subsidiary Affiliate Cavco shall jointly and severally indemnify FMCCentex, each FMC Centex Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling ruling issued to FMC Centex in connection with the Spin-Off Distribution because of a breach by FMC Centex or any FMC Centex Affiliate of a representation made in this Section 10.1(f)4.1, FMC Centex and each FMC Centex Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, FMC Centex and each FMC Centex Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate Cavco and their its directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes.

Liability for Breach of Representation. Each of FMC Centex and Subsidiary Cavco hereby represents that (1) it will has read the Ruling Documents and Supplemental Ruling Documents submitted on or prior to the date submittedhereof, (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 will be 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 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 all or any portion of a Ruling or Supplemental Ruling ruling issued to FMC Centex in connection with the Spin-Off Distribution because of a breach by Subsidiary or any Subsidiary Affiliate Cavco of a representation made in this Section 10.1(f)4.1, Subsidiary and each Subsidiary Affiliate Cavco shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, Subsidiary and each Subsidiary Affiliate Cavco shall jointly and severally indemnify FMCCentex, each FMC Centex Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling ruling issued to FMC Centex in connection with the Spin-Off Distribution because of a breach by FMC Centex or any FMC Centex Affiliate of a representation made in this Section 10.1(f)4.1, FMC Centex and each FMC Centex Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, FMC Centex and each FMC Centex Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate Cavco and their its directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes.

Liability for Breach of Representation. Each of FMC DuPont and Subsidiary Conoco hereby represents that (1) it will read the Ruling Documents and Supplemental Supplemen tal Ruling Documents prior to the date submitted, (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 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 will be true, correct and complete in all material respects as of the Distribution Spinoff Date. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC DuPont in connection with the Spin-Off Spinoff because of a breach by Subsidiary Conoco or any Subsidiary Conoco Affiliate of a representation made in this Section 10.1(f)10.1, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses Spinoff Restructuring Taxes resulting from such breach. In such event, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall jointly and severally indemnify FMCDuPont, each FMC DuPont Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesSpinoff Restructuring Taxes. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC DuPont in connection with the Spin-Off Spinoff because of a breach by FMC DuPont or any FMC DuPont Affiliate of a representation made in this Section 10.1(f)10.1, FMC DuPont and each FMC DuPont Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breach. In such event, FMC and each FMC Affiliate shall jointly and severally indemnify Subsidiary, each Subsidiary Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related Losses.Spinoff Restructuring

Liability for Breach of Representation. Each of FMC DuPont and Subsidiary Conoco hereby represents that (1) it will read the Ruling Documents and Supplemental Ruling Documents prior to the date submitted, (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 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 will be true, correct and complete in all material respects as of the Distribution Spinoff Date. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC DuPont in connection with the Spin-Off Spinoff because of a breach by Subsidiary Conoco or any Subsidiary Conoco Affiliate of a representation made in this Section 10.1(f)10.1, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses Spinoff Restructuring Taxes resulting from such breach. In such event, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall jointly and severally indemnify FMCDuPont, each FMC DuPont Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesSpinoff Restructuring Taxes. If any Tax Authority withdraws all or any portion of a Ruling or Supplemental Ruling issued to FMC DuPont in connection with the Spin-Off Spinoff because of a breach by FMC DuPont or any FMC DuPont Affiliate of or a representation made in this Section 10.1(f)10.1, FMC DuPont and each FMC DuPont Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses Spinoff Restructuring Taxes resulting from such breach. In such event, FMC DuPont and each FMC DuPont Affiliate shall jointly and severally indemnify SubsidiaryConoco, each Subsidiary Conoco Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesSpinoff Restructuring Taxes.

Liability for Breach of Representation. Each of FMC Ford and Subsidiary Associates hereby represents that (1) it will has read the Ruling Documents and Supplemental Ruling Documents submitted on or prior to the date submittedhereof, (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 will be 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 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. Associates acknowledges 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 Spinoff and provided by Ford to Associates under Section 5.1 of this Agreement. If any Tax Authority withdraws all or any portion of a Ruling ruling or Supplemental Ruling issued to FMC Ford in connection with the Spin-Off Spinoff because of a breach by Subsidiary Associates or any Subsidiary Associates Affiliate of a representation made in this Section 10.1(f)5.1, Subsidiary Associates and each Subsidiary Associates Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, Subsidiary Associates and each Subsidiary Associates Affiliate shall jointly and severally indemnify FMCFord, each FMC Ford Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes. If any Tax Authority withdraws all or any portion of a Ruling ruling or Supplemental Ruling issued to FMC Ford in connection with the Spin-Off Spinoff because of a breach by FMC Ford or any FMC Ford Affiliate of a representation made in this Section 10.1(f)5.1, FMC Ford and each FMC Ford Affiliate shall be responsible for one hundred percent (100%) of any Tax-Related Losses resulting from such breachRestructuring Taxes. In such event, FMC Ford and each FMC Ford Affiliate shall jointly and severally indemnify SubsidiaryAssociates, each Subsidiary Associates Affiliate and their directors, officers and employees and hold them harmless from and against any such Tax-Related LossesRestructuring Taxes.