Common use of Liability for Tax-Related Losses Clause in Contracts

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and each of its Affiliates and each of their respective officers, directors and employees from and against, 100% of any Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the acquisition (other than pursuant to the Transactions) of all or a portion of the Capital Stock and/or assets of SpinCo and/or its subsidiaries by any means whatsoever by any Person, (ii) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock (including through the conversion of one class of SpinCo’s Capital Stock into another class of SpinCo’s Capital Stock), (iv) any act or failure to act by SpinCo or any Affiliate of SpinCo described in Section 7.2 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c)) or (v) any breach by SpinCo of its agreement and representation set forth in Section 7.1.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and each of 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 (for the absence of doubt, in whole or in part) from any one or more of the following: (iA) the acquisition (other than pursuant to the Transactions) Contribution, the Distribution, the Clean-Up Distribution, the Debt-for-Equity Exchange or the Hook Stock Distribution), by any means whatsoever or by any Person, of all or a portion of the (i) SpinCo Capital Stock Stock, and/or (ii) SpinCo’s assets or any of SpinCo and/or its subsidiaries by any means whatsoever by any Personsubsidiaries’ assets, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to regarding transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire acquire, directly or indirectly indirectly, stock of SpinCo or stock of any Subsidiary of SpinCo’s Capital Stock or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case case, representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock SpinCo stock (including including, without limitation, through the conversion of one class of SpinCo’s SpinCo Capital Stock into another class of SpinCo’s SpinCo Capital Stock), (ivD) any act or failure to act by SpinCo, any member of the SpinCo or any Affiliate of SpinCo Group described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver waiver, as applicable, described in clause (ASection 7.02(d) or by a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f)), (B) or (C) of Section 7.2(c)) or (vE) any breach by SpinCo of its agreement and representation representations set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or Agreement, the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary Agreement to the contrary, subject to Section 7.5(c6.04(b), SpinCo Xxxxxxxx 66 shall be responsible for, and shall indemnify and hold harmless Parent and ConocoPhillips, ConocoPhillips Company, each of its their 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: (i) the acquisition (other than pursuant to the TransactionsInternal Contribution, the Internal Distribution, the Contribution, or the Distribution) of all or a portion of the Capital Stock stock and/or assets of SpinCo Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (ii) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Xxxxxxxx 66 with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Internal Distribution or any Internal Distributions the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock stock of Xxxxxxxx 66 Company or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal DistributionXxxxxxxx 66, in each case as applicable, representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by SpinCo or a member of the SpinCo Group Xxxxxxxx 66 after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoXxxxxxxx 66’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Xxxxxxxx 66 stock or Xxxxxxxx 66 Company stock (including including, without limitation, through the conversion of one class of SpinCo’s Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of SpinCo’s Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively), (iv) any act or failure to act by SpinCo Xxxxxxxx 66, Xxxxxxxx 66 Company, or any Xxxxxxxx 66 Affiliate of SpinCo described in Section 7.2 6.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (Ax), (By) or (Cz) of Section 7.2(c6.02(d), a Board Certificate described in Section 6.02(e) or a consent described in Section 6.02(f) or (g)) or (v) any breach by SpinCo Xxxxxxxx 66 of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether any Ruling, Unqualified Tax Opinion or waiver referred to in Section 6.01(c) may have been provided), subject to Section 7.5(c6.04(c), SpinCo the Company shall be responsible for, and shall indemnify and hold harmless Parent Lilly and each of 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: (i) the acquisition (other than pursuant to the TransactionsContribution, the IPO, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Company’s stock and/or its subsidiaries or its Subsidiaries’ assets by any means whatsoever by any Person, ; (ii) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Company with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Company representing a Fifty-Percent or Greater Interest therein, ; (iii) any action or failure to act by SpinCo or a member of the SpinCo Group Company after the Contribution and Distribution (including including, without limitation, any amendment to SpinCothe Company’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock the Company stock (including including, without limitation, through the conversion of one class of SpinCo’s Company Capital Stock into another class of SpinCo’s Company Capital Stock), ; (iv) any act or failure to act by SpinCo the Company or any Affiliate of SpinCo the Company described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (ASection 6.01(c), (B) a Board Certificate described in Section 6.01(d), or (C) of a consent described in Section 7.2(c6.01(e)) ); or (v) any breach by SpinCo the Company of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo Keysight shall be responsible for, and shall indemnify and hold harmless Parent Agilent and each of 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: (iA) the direct or indirect acquisition (other than pursuant to the TransactionsReorganization, the Contribution, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Keysight’s stock and/or its subsidiaries or its Affiliates’ stock or assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Keysight with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock stock of Keysight or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case its Affiliates representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Keysight after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoKeysight’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Keysight stock (including including, without limitation, through the conversion of one class of SpinCo’s Keysight Capital Stock into another class of SpinCo’s Keysight Capital Stock), (ivD) any act or failure to act by SpinCo Keysight or any Keysight Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Keysight Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f)) or (vE) any breach by SpinCo Keysight of its agreement and representation set forth in Section 7.17.01 (collectively, a “Keysight Disqualifying Action”).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided, and regardless of whether an action may be a Required Action), subject to Section 7.5(c6.04(c), SpinCo Zoetis shall be responsible for, and shall indemnify and hold harmless Parent Pfizer and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution, the Debt-for-Equity Exchange, the IPO, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Zoetis’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Zoetis with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Zoetis representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Zoetis after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoZoetis’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Zoetis stock (including including, without limitation, through the conversion of one class of SpinCo’s Zoetis Capital Stock into another class of SpinCo’s Zoetis Capital Stock), (ivD) any act or failure to act by SpinCo Zoetis or any Zoetis Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f)) or (vE) any breach by SpinCo Zoetis of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c4.5(c), SpinCo Organon shall be responsible for, and shall indemnify and hold harmless Parent Merck and each of 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: (i) the acquisition (other than pursuant to the TransactionsTransactions or any other disposition of Organon Stock by Merck) of all or a portion of the Capital Stock stock and/or assets of SpinCo Organon and/or its subsidiaries by any means whatsoever by any Person, (ii) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Organon with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Organon representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by SpinCo Organon or a member of the SpinCo Organon Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoOrganon’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Organon stock (including including, without limitation, through the conversion of one class of SpinCo’s Organon Capital Stock into another class of SpinCo’s Organon Capital Stock), (iv) any act or failure to act by SpinCo Organon or any Organon Affiliate of SpinCo described in Section 7.2 4.2 (regardless of whether such act or failure to act is covered by a Tax Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c4.2(c) or a Board Certificate described in Section 4.2(d)) or (v) any breach by SpinCo Organon of its agreement and representation representations set forth in Section 7.14.1.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 7.5(c6.04(c), SpinCo Arcosa shall be responsible for, and shall indemnify and hold harmless Parent Trinity and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Arcosa's stock and/or its subsidiaries or its subsidiaries' assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Arcosa with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Arcosa representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Arcosa after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s Arcosa's certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Arcosa stock (including including, without limitation, through the conversion of one class of SpinCo’s Arcosa Capital Stock into another class of SpinCo’s Arcosa Capital Stock), (ivD) any act or failure to act by SpinCo Arcosa or any Arcosa Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), or a Board Certificate described in Section 6.01(d)) or (vE) any breach by SpinCo Arcosa of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo BHS shall be responsible for, and shall indemnify and hold harmless Parent Brink’s and each of 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: (iA) the acquisition (other than pursuant to the Transactions) of all or a portion of the Capital Stock and/or stock or assets of SpinCo and/or its subsidiaries any member of the BHS Group by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors BHS with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case BHS representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group BHS after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoBHS’s certificate of incorporation (or other organizational documents), whether through a stockholder shareholder vote or otherwise) affecting the relative voting rights of SpinCo’s any class of BHS Capital Stock (including including, without limitation, through the conversion of one any class of SpinCo’s BHS Capital Stock into another class of SpinCo’s BHS Capital Stock), (ivD) any act or failure to act by SpinCo BHS or any BHS Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(c) or a Board Certificate described in Section 7.02(d)) or (vE) any breach by SpinCo BHS of its agreement and representation set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and each of 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 (for the absence of doubt, in whole or in part) from any one or more of the following: (iA) the acquisition (other than pursuant to the Transactions) Contribution or the Distribution), by any means whatsoever or by any Person, of all or a portion of the (i) SpinCo Capital Stock Stock, and/or (ii) SpinCo’s assets or any of SpinCo and/or its subsidiaries by any means whatsoever by any Personsubsidiaries’ assets, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to regarding transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire acquire, directly or indirectly indirectly, stock of SpinCo or stock of any Subsidiary of SpinCo’s Capital Stock or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case case, representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock SpinCo stock (including including, without limitation, through the conversion of one class of SpinCo’s SpinCo Capital Stock into another class of SpinCo’s SpinCo Capital Stock), (ivD) any act or failure to act by SpinCo or any Affiliate member of the SpinCo Group described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver waiver, as applicable, described in clause (ASection 7.02(d) or by a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f)), (B) or (C) of Section 7.2(c)) or (vE) any breach by SpinCo of its agreement agreements and representation representations set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo Freescale shall be responsible for, and shall indemnify and hold harmless Parent MINC and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution, as defined in the Master Separation and Distribution Agreement, the Distribution or the actions set forth in Section 3.4 of the Master Separation and Distribution Agreement) of all or a portion of the Capital Stock and/or assets of SpinCo Freescale’s stock and/or its subsidiaries assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Freescale with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Freescale representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Freescale after the Contribution and Distribution IPO (including including, without limitation, any amendment to SpinCoFreescale’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the relative voting rights of SpinCo’s Capital Stock the separate classes of Freescale stock (including including, without limitation, through the conversion of one class of SpinCo’s Freescale Capital Stock into another class of SpinCo’s Freescale Capital Stock), (ivD) any act or failure to act by SpinCo Freescale or any Freescale Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (vg)), or (E) any breach by SpinCo Freescale of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo Altisource shall be responsible for, and shall indemnify and hold harmless Parent OFC and each of 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: (iA) the acquisition (other than pursuant to the Transactions) of all or a portion of the Capital Stock and/or stock or assets of SpinCo and/or its subsidiaries any member of the Altisource Group by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Altisource with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Altisource representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Altisource after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoAltisource’s certificate of incorporation (or other organizational documents), whether through a stockholder shareholder vote or otherwise) affecting the relative voting rights of SpinCo’s any class of Altisource Capital Stock (including including, without limitation, through the conversion of one any class of SpinCo’s Altisource Capital Stock into another class of SpinCo’s Altisource Capital Stock), (ivD) any act or failure to act by SpinCo Altisource or any Altisource Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(c) or a Board Certificate described in Section 7.02(d)) or (vE) any breach by SpinCo Altisource of its agreement and representation set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo Wireline shall be responsible for, and shall indemnify and hold harmless Parent NTELOS and each of its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100% %) of any Tax-Tax- Related Losses that are attributable to or result from any one or more of the following: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Wireline’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Wireline with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Wireline representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Wireline after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s Wireline certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Wireline stock (including including, without limitation, through the conversion of one class of SpinCo’s Wireline Capital Stock into another class of SpinCo’s Wireline Capital Stock), (ivD) any act or failure to act by SpinCo Wireline or any Wireline Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(c), a Board Certificate described in Section 7.02(d) or a consent described in Section 7.02(e) or (vE) any breach by SpinCo Wireline of its agreement and representation set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo Corner Store shall be responsible for, and shall indemnify and hold harmless Parent Valero and each of 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: following (ibut not, for the avoidance of doubt, as a result of the exercise by any Holder (as defined in the Registration Rights Agreement) of its rights pursuant to the Registration Rights Agreement to require Corner Store to register the Corner Store Capital Stock owned by such Holder with the Securities and Exchange Commission): (A) the acquisition (other than pursuant to the TransactionsContribution, as defined in the Separation and Distribution Agreement, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Corner Store’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Corner Store with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Corner Store representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Corner Store after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoCorner Store’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Corner Store stock (including including, without limitation, through the conversion of one class of SpinCo’s Corner Store Capital Stock into another class of SpinCo’s Corner Store Capital Stock), (ivD) any act or failure to act by SpinCo Corner Store or any Corner Store Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (vE) any breach by SpinCo Corner Store of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo CoalCo shall be responsible for, and shall indemnify and hold harmless Parent and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the CoalCo’s Capital Stock and/or its or its subsidiaries’ assets of SpinCo and/or its subsidiaries by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are used or defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo CoalCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to regarding transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire acquire, directly or indirectly SpinCo’s Capital Stock or any member indirectly, stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case CoalCo representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group CoalCo after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoCoalCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock CoalCo stock (including including, without limitation, through the conversion of one class of SpinCo’s CoalCo Capital Stock into another class of SpinCo’s CoalCo Capital Stock), (ivD) any act or failure to act by SpinCo CoalCo or any CoalCo Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d) or a CFO Certificate described in Section 7.02(e)) or (vE) any breach by SpinCo CoalCo of its agreement agreements and representation representations set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo Corner Store shall be responsible for, and shall indemnify and hold harmless Parent Valero and each of 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: following (ibut not, for the avoidance of doubt, as a result of the exercise by any Holder (as defined in the Registration Rights Agreement) of its rights pursuant to the Registration Rights Agreement to require Corner Store to register the Corner Store Capital Stock owned by such Holder with the Securities and Exchange Commission): (A) the acquisition (other than pursuant to the TransactionsContribution, as defined in the Separation and Distribution Agreement, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Corner Store's stock and/or its subsidiaries or its subsidiaries' assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Corner Store with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Corner Store representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Corner Store after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s Corner Store's certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Corner Store stock (including including, without limitation, through the conversion of one class of SpinCo’s Corner Store Capital Stock into another class of SpinCo’s Corner Store Capital Stock), (ivD) any act or failure to act by SpinCo Corner Store or any Corner Store Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (vE) any breach by SpinCo Corner Store of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 7.5(c6.04(c), SpinCo Arcosa shall be responsible for, and shall indemnify and hold harmless Parent Trinity and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Arcosa’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Arcosa with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Arcosa representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Arcosa after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoArcosa’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Arcosa stock (including including, without limitation, through the conversion of one class of SpinCo’s Arcosa Capital Stock into another class of SpinCo’s Arcosa Capital Stock), (ivD) any act or failure to act by SpinCo Arcosa or any Arcosa Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), or a Board Certificate described in Section 6.01(d)) or (vE) any breach by SpinCo Arcosa of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c4.05(c), SpinCo Baxalta shall be responsible for, and shall indemnify and hold harmless Parent Baxter and each of 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: (i) the acquisition (other than pursuant to the Transactions, including the Debt-for-Equity Exchanges, or any other disposition of Baxalta Stock by Baxter) of all or a portion of the Capital Stock stock and/or assets of SpinCo Baxalta and/or its subsidiaries by any means whatsoever by any Person, (ii) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Baxalta with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Baxalta representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by SpinCo Baxalta or a member of the SpinCo Baxalta Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoBaxalta’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Baxalta stock (including including, without limitation, through the conversion of one class of SpinCo’s Baxalta Capital Stock into another class of SpinCo’s Baxalta Capital Stock), (iv) any act or failure to act by SpinCo Baxalta or any Baxalta Affiliate of SpinCo described in Section 7.2 4.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c4.02(c) or a Board Certificate described in Section 4.02(d)) or (v) any breach by SpinCo Baxalta of its agreement and representation representations set forth in Section 7.14.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.5(c7.05(c), SpinCo Freescale shall be responsible for, and shall indemnify and hold harmless Parent MINC and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution, as defined in the Master Separation and Distribution Agreement, the Distribution or the actions set forth in Section 3.4 of the Master Separation and Distribution Agreement) of all or a portion of the Capital Stock and/or assets of SpinCo Freescale’s stock and/or its subsidiaries assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Freescale with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Freescale representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Freescale after the Contribution and Distribution IPO (including including, without limitation, any amendment to SpinCoFreescale’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the relative voting rights of SpinCo’s Capital Stock the separate classes of Freescale stock (including including, without limitation, through the conversion of one class of SpinCo’s Freescale Capital Stock into another class of SpinCo’s Freescale Capital Stock), (ivD) any act or failure to act by SpinCo Freescale or any Freescale Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (vE) any breach by SpinCo Freescale of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(b) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided, regardless of whether DuPont may have consented to an Internal Restructuring, and regardless of whether an action may be a Required Action), subject to Section 7.5(c6.04(c), SpinCo Chemours shall be responsible for, and shall indemnify and hold harmless Parent DuPont and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Chemours' stock and/or its subsidiaries or its subsidiaries' assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Chemours with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such 22 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 Chemours representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Chemours after the Distribution (including, without limitation, any amendment to Chemours' certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Chemours stock (including, without limitation, through the conversion of one class of Chemours Capital Stock into another class of Chemours Capital Stock), (D) any act or failure to act by Chemours or any Chemours Affiliate described in Section 6.01 (regardless whether such act or failure to act may be a Required Action or may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(b), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e) or Section 6.01(h), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f)) or (E) any breach by Chemours of its agreement and representation set forth in Section 6.01(a). (b) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.04(c), DuPont shall be responsible for, and shall indemnify and hold harmless Chemours 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 (other than pursuant to the Contribution or the Distribution) of all or a portion of DuPont's stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by DuPont with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case DuPont representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock (including through the conversion of one class of SpinCo’s Capital Stock into another class of SpinCo’s Capital Stock), (ivC) any act or failure to act by SpinCo DuPont or any Affiliate a member of SpinCo the DuPont Group described in Section 7.2 (regardless of whether such act 6.02 or failure to act is covered by a Ruling, Post-Distribution Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c)) or (v) any breach by SpinCo DuPont of its agreement and representation set forth in Section 7.16.02, limited, in each case, to Tax-Related Losses arising from Taxes of the DuPont Group for which a Chemours Entity is found jointly, severally or secondarily liable pursuant to the provisions of Treasury Regulation Section 1.1502-6 (or similar provisions of state, local or foreign Tax law). (c) (i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 6.04(a) and (b), responsibility for such Tax-Related Loss shall be shared by DuPont and Chemours according to relative fault. (ii) Notwithstanding anything in Section 6.04(b) or (c)(i) or any other provision of this Agreement or the Separation Agreement to the contrary: (A) with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in DuPont) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an 23 acquisition after the Distribution of any stock or assets of Chemours (or any Chemours Affiliate) by any means whatsoever by any Person or any action or failure to act by Chemours affecting the voting rights of Chemours stock, Chemours shall be responsible for, and shall indemnify and hold harmless DuPont and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and (B) for purposes of calculating the amount and timing of any Tax-Related Loss for which Chemours is responsible under this Section 6.04, Tax-Related Losses shall be calculated by assuming that DuPont, the DuPont Affiliated Group and each member of the DuPont Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year. (iii) Notwithstanding anything in Section 6.04(a) or (c)(i) or any other provision of this Agreement or the Separation Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Chemours) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of DuPont (or any DuPont Affiliate) by any means whatsoever by any Person, DuPont shall be responsible for, and shall indemnify and hold harmless Chemours and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss. (d) Chemours shall pay DuPont the amount of any Tax-Related Losses for which Chemours is responsible under this Section 6.04: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than two Business Days prior to the date DuPont files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the "Filing Date") (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of "Final Determination", then Chemours shall pay DuPont no later than two Business Days after the date of such Final Determination with interest calculated at the Prime Rate plus two percent, compounded semiannually, from the date that is two Business Days prior to the Filing Date through the date of such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the date DuPont pays such Tax-Related Losses. DuPont shall pay Chemours the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which DuPont is responsible under this Section 6.04 no later than two Business Days after the date Chemours pays such Tax-Related Losses. Section 7.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent Distributing and each of 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: (iA) the direct or indirect acquisition (other than pursuant to the TransactionsContribution, the Distribution, Contribution 1 or the Internal Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo SpinCo’s stock and/or its subsidiaries or its subsidiaries’ stock or assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any the Internal Distributions Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock stock of SpinCo or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Xxxxxx representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s ’ s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock SpinCo stock or Xxxxxx stock (including including, without limitation, through the conversion of one class of SpinCo’s SpinCo Capital Stock or Xxxxxx stock into another class of SpinCo’s SpinCo Capital StockStock or Xxxxxx stock), (ivD) any act or failure to act by SpinCo or any SpinCo Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (vE) any breach by SpinCo of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided, regardless of whether DuPont may have consented to an Internal Restructuring, and regardless of whether an action may be a Required Action), subject to Section 7.5(c6.04(c), SpinCo Chemours shall be responsible for, and shall indemnify and hold harmless Parent DuPont and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Chemours’ stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Chemours with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Chemours after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s Chemours’ certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Chemours stock (including including, without limitation, through the conversion of one class of SpinCo’s Chemours Capital Stock into another class of SpinCo’s Chemours Capital Stock), (ivD) any act or failure to act by SpinCo Chemours or any Chemours Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e) or Section 6.01(h), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f)) or (vE) any breach by SpinCo Chemours of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo Altisource shall be responsible for, and shall indemnify and hold harmless Parent OFC and each of its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100% %) of any Tax-Tax- Related Losses that are attributable to or result from any one or more of the following: (iA) the acquisition (other than pursuant to the Transactions) of all or a portion of the Capital Stock and/or stock or assets of SpinCo and/or its subsidiaries any member of the Altisource Group by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Altisource with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Altisource representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Altisource after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoAltisource’s certificate of incorporation (or other organizational documents), whether through a stockholder shareholder vote or otherwise) affecting the relative voting rights of SpinCo’s any class of Altisource Capital Stock (including including, without limitation, through the conversion of one any class of SpinCo’s Altisource Capital Stock into another class of SpinCo’s Altisource Capital Stock), (ivD) any act or failure to act by SpinCo Altisource or any Altisource Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(c) or a Board Certificate described in Section 7.02(d)) or (vE) any breach by SpinCo Altisource of its agreement and representation set forth in Section 7.17.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided, regardless of whether DuPont may have consented to an Internal Restructuring, and regardless of whether an action may be a Required Action), subject to Section 7.5(c6.04(c), SpinCo Chemours shall be responsible for, and shall indemnify and hold harmless Parent DuPont and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Chemours’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Chemours with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Chemours after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoChemours’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Chemours stock (including including, without limitation, through the conversion of one class of SpinCo’s Chemours Capital Stock into another class of SpinCo’s Chemours Capital Stock), (ivD) any act or failure to act by SpinCo Chemours or any Chemours Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f)) or (vE) any breach by SpinCo Chemours of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided), subject to Section 7.5(c6.04(c), SpinCo Zoetis shall be responsible for, and shall indemnify and hold harmless Parent Pfizer and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution, the Debt-for-Equity Exchange, the IPO, or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Zoetis’s stock and/or its subsidiaries or its subsidiaries’ assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Zoetis with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Zoetis representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Zoetis after the Contribution and Distribution (including including, without limitation, any amendment to SpinCoZoetis’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Zoetis stock (including including, without limitation, through the conversion of one class of SpinCo’s Zoetis Capital Stock into another class of SpinCo’s Zoetis Capital Stock), (ivD) any act or failure to act by SpinCo Zoetis or any Zoetis Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(c), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e), a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (vC) of Section 6.01(f) or (E) any breach by SpinCo Zoetis of its agreement and representation set forth in Section 7.16.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.5(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent Distributing and each of 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: (iA) the direct or indirect acquisition (other than pursuant to the TransactionsContribution, the Distribution, Contribution 1 or the Internal Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo SpinCo’s stock and/or its subsidiaries or its subsidiaries’ stock or assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any the Internal Distributions Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock stock of SpinCo or any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Xxxxxx representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock SpinCo stock or Xxxxxx stock (including including, without limitation, through the conversion of one class of SpinCo’s SpinCo Capital Stock or Xxxxxx stock into another class of SpinCo’s SpinCo Capital StockStock or Xxxxxx stock), (ivD) any act or failure to act by SpinCo or any SpinCo Affiliate of SpinCo described in Section 7.2 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (vE) any breach by SpinCo of its agreement and representation set forth in Section 7.17.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(b) or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) may have been provided, regardless of whether DuPont may have consented to an Internal Restructuring, and regardless of whether an action may be a Required Action), subject to Section 7.5(c6.04(c), SpinCo Chemours shall be responsible for, and shall indemnify and hold harmless Parent DuPont and each of 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Capital Stock and/or assets of SpinCo Chemours' stock and/or its subsidiaries or its subsidiaries' assets by any means whatsoever by any Person, (iiB) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” , understandings, agreements or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any person or persons with the implicit or explicit permission of one or more of such officers or directors Chemours with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Contribution and Distribution or any Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly SpinCo’s Capital Stock or any member stock of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution, in each case Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo or a member of the SpinCo Group Chemours after the Contribution and Distribution (including including, without limitation, any amendment to SpinCo’s Chemours' certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo’s Capital Stock Chemours stock (including including, without limitation, through the conversion of one class of SpinCo’s Chemours Capital Stock into another class of SpinCo’s Chemours Capital Stock), (ivD) any act or failure to act by SpinCo Chemours or any Chemours Affiliate of SpinCo described in Section 7.2 6.01 (regardless of whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Post-Distribution Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.2(c6.01(b), a Board Certificate described in Section 6.01(d), a consent described in Section 6.01(e) or Section 6.01(h), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f)) or (vE) any breach by SpinCo Chemours of its agreement and representation set forth in Section 7.16.01(a).