Common use of Liability for Distribution Taxes Clause in Contracts

Liability for Distribution Taxes. In the event that Distribution Taxes become due and payable to a Taxing Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement: (a) if such Distribution Taxes are attributable to a Tainting Act, as defined in Section 5.3, of any Fortune Brands Party (a “Fortune Brands Tainting Act”), then Fortune Brands shall be responsible for any Distribution Tax-Related Losses; (b) if such Distribution Taxes are attributable to a Tainting Act, as defined in Section 5.3, of any H&S Party (an “H&S Tainting Act”), then H&S shall be responsible for any Distribution Tax-Related Losses; (c) if such Distribution Taxes are attributable to both a Fortune Brands Tainting Act and an H&S Tainting Act, then (i) Fortune Brands shall be responsible for any Distribution Tax-Related Losses if the Fortune Brands Tainting Act occurs prior to the H&S Tainting Act and (ii) H&S shall be responsible for any Distribution Tax-Related Losses if the H&S Tainting Act occurs prior to the Fortune Brands Tainting Act; and (d) if such Distribution Taxes are not attributable to a Fortune Brands Tainting Act or an H&S Tainting Act, then the Parties shall work in good faith to equitably resolve the matter; provided that in the event the Parties cannot agree, the matter shall be resolved in accordance with Sections 12.2 and 12.4.

Liability for Distribution Taxes. In the event that Distribution Taxes become due and payable to a Taxing Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement: (a) if such Distribution Taxes are attributable to a Tainting Act, as defined in Section 5.3, Act of any Fortune Brands NiSource Party or to a transaction after the Distribution Date involving the Stock of a NiSource Party (a “Fortune Brands NiSource Tainting Act”), and are not also attributable to a Tainting Act of any Columbia Party or to a transaction after the Distribution Date involving the Stock of a Columbia Party (a “Columbia Tainting Act”), then Fortune Brands NiSource shall be responsible for any Distribution Tax-Related Losses; (b) if such Distribution Taxes are attributable to a Columbia Tainting Act, as defined in Section 5.3, of any H&S Party (an “H&S and are not also attributable to a NiSource Tainting Act”), then H&S Columbia shall be responsible for any Distribution Tax-Related Losses; (c) if such Distribution Taxes are attributable to both a Fortune Brands NiSource Tainting Act and an H&S a Columbia Tainting Act, then (i) Fortune Brands such Distribution Taxes shall be responsible for any Distribution Tax-Related Losses if equitably apportioned between the Fortune Brands Tainting Act occurs prior to Parties based upon their relative fault; provided that in the H&S Tainting Act and (ii) H&S event the Parties cannot agree regarding their relative fault, the matter shall be responsible for any Distribution Tax-Related Losses if the H&S Tainting Act occurs prior to the Fortune Brands Tainting Actresolved in accordance with Sections 12.2 and 12.4; and (d) if such Distribution Taxes are not attributable to a Fortune Brands NiSource Tainting Act or an H&S a Columbia Tainting Act, then such Distribution Taxes shall be apportioned between the Parties shall work in good faith to equitably resolve the matter; provided that in the event the Parties cannot agree, the matter shall be resolved in accordance with Sections 12.2 and 12.4based upon their Relative Values.