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 Agreement to the contrary, Altisource shall be responsible for, and shall indemnify and hold harmless OFC 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 of all or a portion of the stock or assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource after the Distribution (including, without limitation, any amendment to Altisource’s certificate of incorporation (or other organizational documents), whether through a shareholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock (including, without limitation, through the conversion of any class of Altisource Capital Stock into another class of Altisource Capital Stock), (D) any act or failure to act by Altisource or any Altisource Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or a Board Certificate described in Section 7.02(d)) or (E) any breach by Altisource of its agreement and representation set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, Altisource subject to Section 7.05(c), Wireline shall be responsible for, and shall indemnify and hold harmless OFC NTELOS and 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: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of the Wireline’s stock and/or its or its subsidiaries’ assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Wireline 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Wireline representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Wireline after the Distribution (including, without limitation, any amendment to Altisource’s Wireline certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Wireline stock (including, without limitation, through the conversion of any one class of Altisource Wireline Capital Stock into another class of Altisource Wireline Capital Stock), (D) any act or failure to act by Altisource Wireline or any Altisource Wireline Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or ), a Board Certificate described in Section 7.02(d)) or a consent described in Section 7.02(e) or (E) any breach by Altisource Wireline of its agreement and representation set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, Altisource BHS shall be responsible for, and shall indemnify and hold harmless OFC Brink’s 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 of all or a portion of the stock or assets of any member of the Altisource BHS Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource BHS 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource BHS representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource BHS after the Distribution (including, without limitation, any amendment to AltisourceBHS’s certificate of incorporation (or other organizational documents), whether through a shareholder vote or otherwise) affecting the relative voting rights of any class of Altisource BHS Capital Stock (including, without limitation, through the conversion of any class of Altisource BHS Capital Stock into another class of Altisource BHS Capital Stock), (D) any act or failure to act by Altisource BHS or any Altisource BHS Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or a Board Certificate described in Section 7.02(d)) or (E) any breach by Altisource BHS of its agreement and representation set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, Altisource subject to Section 7.05(c), Corner Store shall be responsible for, and shall indemnify and hold harmless OFC Valero 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: following (but 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 Contribution, as defined in the Separation and Distribution Agreement, or the Distribution) of all or a portion of the Corner Store's stock and/or its or its subsidiaries' assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Corner Store 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Corner Store representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Corner Store after the Distribution (including, without limitation, any amendment to Altisource’s Corner Store's certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Corner Store stock (including, without limitation, through the conversion of any one class of Altisource Corner Store Capital Stock into another class of Altisource Corner Store Capital Stock), (D) any act or failure to act by Altisource Corner Store or any Altisource Corner Store Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or 7.02(d), a Board Certificate described in Section 7.02(d7.02(e) or a consent described in Section 7.02(f) or (g)) or (E) any breach by Altisource Corner Store of its agreement and representation set forth in Section 7.017.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, Altisource subject to Section 7.04(c), Enova shall be responsible for, and shall indemnify and hold harmless OFC Parent 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 Distribution) of all or a portion of the Enova’s stock and/or its or its subsidiaries’ assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Enova 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Enova representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Enova after the Distribution (including, without limitation, any amendment to AltisourceEnova’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Enova stock (including, without limitation, through the conversion of any one class of Altisource Enova Capital Stock into another class of Altisource Enova Capital Stock), (D) any act or failure to act by Altisource Enova or any Altisource Enova Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or 7.02(d), a Board Certificate described in Section 7.02(d7.02(e) or a consent described in Section 7.02(f) or (g)) or (E) any breach by Altisource Enova of its agreement and representation set forth in Section 7.017.01(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, Altisource Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 6.04(c), Arcosa shall be responsible for, and shall indemnify and hold harmless OFC Trinity 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 the Arcosa's stock and/or its or its subsidiaries' assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Arcosa 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Arcosa representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Arcosa after the Distribution (including, without limitation, any amendment to Altisource’s Arcosa's certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Arcosa stock (including, without limitation, through the conversion of any one class of Altisource Arcosa Capital Stock into another class of Altisource Arcosa Capital Stock), (D) any act or failure to act by Altisource Arcosa or any Altisource Arcosa Affiliate described in Section 7.02 6.01 (regardless whether such act or failure to act is may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) 6.01(c), or a Board Certificate described in Section 7.02(d6.01(d)) or (E) any breach by Altisource Arcosa of its agreement and representation set forth in Section 7.016.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, Altisource subject to Section 4.5(c), Organon shall be responsible for, and shall indemnify and hold harmless OFC 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: (Ai) the acquisition (other than pursuant to the Transactions or any other disposition of Organon Stock by Merck) of all or a portion of the stock or and/or assets of any member of the Altisource Group Organon and/or its subsidiaries by any means whatsoever by any Person, (Bii) any negotiations, understandings, agreements or arrangements by Altisource Organon 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Organon representing a Fifty-Percent or Greater Interest therein, (Ciii) any action or failure to act by Altisource Organon or a member of the Organon Group after the Distribution (including, without limitation, any amendment to AltisourceOrganon’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Organon stock (including, without limitation, through the conversion of any one class of Altisource Organon Capital Stock into another class of Altisource Organon Capital Stock), (Div) any act or failure to act by Altisource Organon or any Altisource Organon Affiliate described in Section 7.02 4.2 (regardless whether such act or failure to act is covered by a Tax Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c4.2(c) or a Board Certificate described in Section 7.02(d4.2(d)) or (Ev) any breach by Altisource Organon of its agreement and representation representations set forth in Section 7.014.1.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, Altisource subject to Section 7.05(c), Corner Store shall be responsible for, and shall indemnify and hold harmless OFC Valero 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: following (but 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 Contribution, as defined in the Separation and Distribution Agreement, or the Distribution) of all or a portion of the Corner Store’s stock and/or its or its subsidiaries’ assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Corner Store 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Corner Store representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Corner Store after the Distribution (including, without limitation, any amendment to AltisourceCorner Store’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Corner Store stock (including, without limitation, through the conversion of any one class of Altisource Corner Store Capital Stock into another class of Altisource Corner Store Capital Stock), (D) any act or failure to act by Altisource Corner Store or any Altisource Corner Store Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or 7.02(d), a Board Certificate described in Section 7.02(d7.02(e) or a consent described in Section 7.02(f) or (g)) or (E) any breach by Altisource Corner Store of its agreement and representation set forth in Section 7.017.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation Distribution Agreement to the contrary, Altisource subject to Section 4.05(c), Baxalta shall be responsible for, and shall indemnify and hold harmless OFC 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: (Ai) 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 stock or and/or assets of any member of the Altisource Group Baxalta and/or its subsidiaries by any means whatsoever by any Person, (Bii) any negotiations, understandings, agreements or arrangements by Altisource Baxalta 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Baxalta representing a Fifty-Percent or Greater Interest therein, (Ciii) any action or failure to act by Altisource Baxalta or a member of the Baxalta Group after the Distribution (including, without limitation, any amendment to AltisourceBaxalta’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Baxalta stock (including, without limitation, through the conversion of any one class of Altisource Baxalta Capital Stock into another class of Altisource Baxalta Capital Stock), (Div) any act or failure to act by Altisource Baxalta or any Altisource Baxalta Affiliate described in Section 7.02 4.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c4.02(c) or a Board Certificate described in Section 7.02(d4.02(d)) or (Ev) any breach by Altisource Baxalta of its agreement and representation representations set forth in Section 7.014.01.

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, Altisource Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 6.04(c), Arcosa shall be responsible for, and shall indemnify and hold harmless OFC Trinity 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 the Arcosa’s stock and/or its or its subsidiaries’ assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Arcosa 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Arcosa representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Arcosa after the Distribution (including, without limitation, any amendment to AltisourceArcosa’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Arcosa stock (including, without limitation, through the conversion of any one class of Altisource Arcosa Capital Stock into another class of Altisource Arcosa Capital Stock), (D) any act or failure to act by Altisource Arcosa or any Altisource Arcosa Affiliate described in Section 7.02 6.01 (regardless whether such act or failure to act is may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) 6.01(c), or a Board Certificate described in Section 7.02(d6.01(d)) or (E) any breach by Altisource Arcosa of its agreement and representation set forth in Section 7.016.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrarycontrary (and in each case regardless of whether a Ruling, Altisource 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 6.04(c), Zoetis shall be responsible for, and shall indemnify and hold harmless OFC Pfizer 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, the Debt-for-Equity Exchange, the IPO, or the Distribution) of all or a portion of the Zoetis’s stock and/or its or its subsidiaries’ assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource Zoetis 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource Zoetis representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource Zoetis after the Distribution (including, without limitation, any amendment to AltisourceZoetis’s certificate of incorporation (or other organizational documents), whether through a shareholder stockholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock Zoetis stock (including, without limitation, through the conversion of any one class of Altisource Zoetis Capital Stock into another class of Altisource Zoetis Capital Stock), (D) any act or failure to act by Altisource Zoetis or any Altisource Zoetis Affiliate described in Section 7.02 6.01 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or 6.01(c), a Board Certificate described in Section 7.02(d6.01(d), a consent described in Section 6.01(e), a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(f) or (E) any breach by Altisource Zoetis of its agreement and representation set forth in Section 7.016.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, Altisource shall be responsible for, and shall indemnify and hold harmless OFC and 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: (A) the acquisition of all or a portion of the stock or assets of any member of the Altisource Group by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Altisource 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Altisource representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Altisource after the Distribution (including, without limitation, any amendment to Altisource’s certificate of incorporation (or other organizational documents), whether through a shareholder vote or otherwise) affecting the relative voting rights of any class of Altisource Capital Stock (including, without limitation, through the conversion of any class of Altisource Capital Stock into another class of Altisource Capital Stock), (D) any act or failure to act by Altisource or any Altisource Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(c) or a Board Certificate described in Section 7.02(d)) or (E) any breach by Altisource of its agreement and representation set forth in Section 7.01.