Common use of Liability for Breach of Representations Clause in Contracts

Liability for Breach of Representations. or Omission or Misstatement of Material Facts. RIBAPHARM represents that (i) it has read or will read the Application for Ruling, any amendment or supplement to the Application for Ruling (each a "Supplemental Application"), and any Tax Opinion Submission made available to it by ICN, (ii) all information relating to RIBAPHARM or any member of the RIBAPHARM Group contained in such Application for Ruling, Supplemental Application and Tax Opinion Submission is or will be true, correct and complete in all material respects at the time such information is submitted, and (iii) except to the extent that RIBAPHARM shall have notified ICN in writing to the contrary, with reasonable specificity and as promptly as possible, prior to the Distribution, all such information supplied to ICN in writing by RIBAPHARM or any member of the RIBAPHARM Group will be true, correct and complete in all material respects as of the Distribution Date. If the IRS withdraws all, or any portion, of an IRS Private Letter Ruling issued to ICN in connection with the Distribution, or if any Tax Opinion is rendered inapplicable or ineffective because of a breach by RIBAPHARM or any member of the RIBAPHARM Group of a representation or because of the omission or misstatement by RIBAPHARM or any member of the RIBAPHARM Group of any material fact, which breach, omission or misstatement was not known to ICN on or before the Distribution Date, RIBAPHARM and every member of the RIBAPHARM Group shall be responsible for one hundred (100) percent of any Restructuring Tax resulting from such breach, omission or misstatement, and shall jointly and severally - 30 - indemnify, on an after-tax-basis, ICN, each member of the ICN Group other than a member of the RIBAPHARM Group, and their directors, officers and employees and hold them harmless from and against such Restructuring Tax.

Liability for Breach of Representations. or Omission or Misstatement of Material Facts. RIBAPHARM Ribapharm represents that (i) it has read or will read the Application for Ruling, and will read any amendment or supplement to the Application for Ruling (each a "Supplemental Application"), ) and any Tax Opinion Submission made available to it by ICN, (ii) all information relating to RIBAPHARM Ribapharm or any member of the RIBAPHARM Ribapharm Group contained in such Application for Ruling, Supplemental Application and Tax Opinion Submission is or will be true, correct and complete in all material respects at the time such information is submitted, and (iii) except to the extent that RIBAPHARM Ribapharm shall have notified ICN in writing to the contrary, with reasonable specificity and as promptly as possible, prior to the Distribution, all such information supplied to ICN in writing by RIBAPHARM Ribapharm or any member of the RIBAPHARM Ribapharm Group will be true, correct and complete in all material respects as of the Distribution Date. If the IRS withdraws all, or any portion, of an IRS Private Letter Ruling issued to ICN in connection with the Distribution, or if any Tax Opinion obtained by ICN is rendered inapplicable or ineffective because of a breach by RIBAPHARM Ribapharm or any member of the RIBAPHARM Ribapharm Group of a representation or because of the omission or misstatement by RIBAPHARM Ribapharm or any member of the RIBAPHARM Ribapharm Group of any material fact, which breach, omission or misstatement was not known to ICN on or before the Distribution Date, RIBAPHARM Ribapharm and every member of the RIBAPHARM Ribapharm Group shall be responsible for one hundred (100) percent of any Restructuring Tax resulting from such breach, omission or misstatement, and shall jointly and severally - 30 - indemnify, on an after-tax-basis, ICN, each member of the ICN Group other than a member of the RIBAPHARM Ribapharm Group, and their directors, officers and employees and hold them harmless from and against such Restructuring Tax.

Liability for Breach of Representations. or Omission or Misstatement of Material Facts. RIBAPHARM represents that (i) it has read or will read the Application for Ruling, any amendment or supplement to the Application for Ruling (each a "Supplemental Application"), and any Tax Opinion Submission made available to it by ICN, (ii) all information relating to RIBAPHARM or any member of the RIBAPHARM Group contained in such Application for Ruling, Supplemental Application and Tax Opinion Submission is or will -32- 35 be true, correct and complete in all material respects at the time such information is submitted, and (iii) except to the extent that RIBAPHARM shall have notified ICN in writing to the contrary, with reasonable specificity and as promptly as possible, prior to the Distribution, all such information supplied to ICN in writing by RIBAPHARM or any member of the RIBAPHARM Group will be true, correct and complete in all material respects as of the Distribution Date. If the IRS withdraws all, or any portion, of an IRS Private Letter Ruling issued to ICN in connection with the Distribution, or if any Tax Opinion is rendered inapplicable or ineffective because of a breach by RIBAPHARM or any member of the RIBAPHARM Group of a representation or because of the omission or misstatement by RIBAPHARM or any member of the RIBAPHARM Group of any material fact, which breach, omission or misstatement was not known to ICN on or before the Distribution Date, RIBAPHARM and every member of the RIBAPHARM Group shall be responsible for one hundred (100) percent of any Restructuring Tax resulting from such breach, omission or misstatement, and shall jointly and severally - 30 - indemnify, on an after-tax-basis, ICN, each member of the ICN Group other than a member of the RIBAPHARM Group, and their directors, officers and employees and hold them harmless from and against such Restructuring Tax.

Liability for Breach of Representations. or Omission or Misstatement of Material Facts. RIBAPHARM represents that (i) it has read or will read the Application for Ruling, any amendment or supplement to the Application for Ruling (each a "Supplemental Application"), and any Tax Opinion Submission made available to it by ICN, (ii) all information relating to RIBAPHARM or any member of the RIBAPHARM Group contained in such Application for Ruling, Supplemental Application and Tax Opinion Submission is or will be true, correct and complete in all material respects at the time such information is submitted, and (iii) except to the extent that RIBAPHARM shall have notified ICN in writing to the contrary, with reasonable specificity and as promptly as possible, prior to the Distribution, all such information supplied to ICN in writing by RIBAPHARM or any member of the RIBAPHARM Group will be true, correct and complete in all material respects as of the Distribution Date. If the IRS withdraws all, or any portion, of an IRS Private Letter Ruling issued to ICN in connection with the Distribution, or if any Tax Opinion is rendered inapplicable or ineffective because of a breach by RIBAPHARM or any member of the RIBAPHARM Group of a representation or because of the omission or misstatement by RIBAPHARM or any member of the RIBAPHARM Group of any material fact, which breach, omission or misstatement was not known to ICN on or before the Distribution Date, RIBAPHARM and every member of the RIBAPHARM Group shall be responsible for one hundred (100) percent of any Restructuring Tax resulting from such breach, omission or misstatement, and shall jointly and severally - 30 - ICN Tax Sharing Agreement indemnify, on an after-tax-basis, ICN, each member of the ICN Group other than a member of the RIBAPHARM Group, and their directors, officers and employees and hold them harmless from and against such Restructuring Tax.