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 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless 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 Contribution or the Distribution) of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) 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 regarding transactions or events that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), a CFO Certificate described in Section 7.02(e) or a consent described in Section 7.02(g)) or (E) any breach by SpinCo of its agreements and representations 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, subject to Section 7.05(c8.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless 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 Contribution or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 8.02 (regardless whether such act or failure to act is covered by a private letter supplemental ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)8.02(c), a CFO Board Certificate described in Section 7.02(e8.02(d) or a consent described in Section 7.02(g)8.02(e) ) or (E) any breach by SpinCo of its agreements agreement and representations representation set forth in Section 7.018.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and XPO, its Affiliates and each of their respective its 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 acquisition, after the Contribution or the Distribution) Effective Time, of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (including any Capital Stock of any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Internal SpinCo Capital StockDistribution) by any means whatsoever by any PersonPerson(s), (B) 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 regarding transactions or events that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (DC) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (Ax), (By) or (Cz) of Section 7.02(d)), ) or in a SpinCo CFO Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(e)(i)) or (ED) any breach by SpinCo of its agreements agreement and representations set forth in Section 7.017.01 (other than Section 7.01(a)).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c8.04(c), SpinCo shall be responsible for, and shall indemnify and hold harmless 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 Contribution or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 8.02 (regardless whether such act or failure to act is covered by a private letter supplemental ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), 8.02(c) or a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g8.02(d)) or (E) any breach by SpinCo of its agreements and representations set forth in Section 7.018.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent Motorola 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 Contribution, as defined in the Master Separation and Distribution Agreement, or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(f) or (g)) or (E) any breach by SpinCo of its agreements agreement and representations 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, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent Distributing 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 direct or indirect acquisition (other than pursuant to the Contribution Contribution, or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ stock or assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(f) or (g)) or (E) any breach by SpinCo of its agreements agreement and representations 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, subject to Section 7.05(c7.04(c), SpinCo Enova shall be responsible for, and shall indemnify and hold harmless 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 Contribution or the Distribution) of all or a portion of SpinCoEnova’s Capital Stock stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons Enova with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, Enova representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo Enova after the Distribution (including, without limitation, any amendment to SpinCoEnova’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Enova stock (including, without limitation, through the conversion of one class of SpinCo Enova Capital Stock into another class of SpinCo Enova Capital Stock), (D) any act or failure to act by SpinCo Enova or any SpinCo Enova Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(f) or (g)) or (E) any breach by SpinCo Enova of its agreements agreement and representations 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, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and XPO, its Affiliates and each of their respective its 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 acquisition, after the Contribution or the Distribution) Effective Time, of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (including any Capital Stock of any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Internal SpinCo Capital StockDistribution) by any means whatsoever by any PersonPerson(s), (B) 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 regarding transactions or events that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (DC) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (Ax), (By) or (Cz) of Section 7.02(d)), ) or in a SpinCo CFO Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(e)(i)) ), or (E) any breach by SpinCo of its agreements agreement and representations set forth in Section 7.017.01 (other than Section 7.01(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, subject to Section 7.05(cUnqualified Tax Opinion or waiver described in clause (A), SpinCo (B) or (C) of Section 6.01(c) may have been provided), Spinco shall be responsible for, and shall indemnify and hold harmless the Parent and its Affiliates and each of their respective officers, directors and employees Indemnitees 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 Separation or the Distribution) of all or a portion of SpinCoSpinco’s Capital Stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons Spinco with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, acquire directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo Spinco after the Distribution (including, without limitation, any amendment to SpinCoSpinco’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock Spinco Capital Stock (including, without limitation, through the conversion of one class of SpinCo Spinco Capital Stock into another class of SpinCo Spinco Capital Stock), (D) any act or failure to act by SpinCo Spinco or any SpinCo Spinco Affiliate described in Section 7.02 6.01 (regardless of whether such act or failure to act is may be covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)6.01(c), a CFO Board Certificate described in Section 7.02(e) 6.01(d), or a consent described in Section 7.02(g6.01(e)) or (E) any breach by SpinCo Spinco of its agreements agreement and representations representation set forth in Section 7.016.01(a) – 6.01(e).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent Distributing 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 direct or indirect acquisition (other than pursuant to the Contribution Contribution, or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ stock or assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)), a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(f) or (g)) or (E) any breach by SpinCo of its agreements agreement and representations representation set forth in Section 7.01.7.01(a). EXHIBIT 10.2

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, subject to Section 7.05(cUnqualified Tax Opinion or waiver described in clause (A), SpinCo (B) or (C) of Section 6.01(c) may have been provided), Spinco shall be responsible for, and shall indemnify and hold harmless the Parent and its Affiliates and each of their respective officers, directors and employees Indemnitees 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 Separation or the Distribution) of all or a portion of SpinCoSpinco’s Capital Stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons Spinco with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, acquire directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo Spinco after the Distribution (including, without limitation, any amendment to SpinCoSpinco’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) , affecting the voting rights of SpinCo stock Spinco Capital Stock (including, without limitation, through the conversion of one class of SpinCo Spinco Capital Stock into another class of SpinCo Spinco Capital Stock), (D) any act or failure to act by SpinCo Spinco or any SpinCo Spinco Affiliate described in Section 7.02 6.01 (regardless of whether such act or failure to act is may be covered by a private letter rulingRuling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)6.01(c), a CFO Board Certificate described in Section 7.02(e) 6.01(d), or a consent consultation described in Section 7.02(g6.01(e)) or (E) any breach by SpinCo Spinco of its agreements agreement and representations representation set forth in Section 7.016.01(a) – 6.01(e).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c8.04(c), SpinCo shall be responsible for, and shall indemnify and hold harmless 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 Contribution or the Distribution) of all or a portion of SpinCo’s Capital Stock stock and/or its or its subsidiaries’ assets (including any Internal SpinCo Capital Stock) by any means whatsoever by any Person, (B) any “agreementnegotiations, understandingunderstandings, arrangement, substantial negotiations 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 other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding 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 or any Internal Distribution 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 Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 8.02 (regardless whether such act or failure to act is covered by a private letter supplemental ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d)8.02(c), or a CFO Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(g8.02(d)) or (E) any breach by SpinCo of its agreements and representations set forth in Section 7.018.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and XPO, its Affiliates and each of their respective its 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 acquisition, after the Contribution or the Distribution) Effective Time, of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (including any Capital Stock of any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal SpinCo Capital StockDistribution) by any means whatsoever by any Person, (B) 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 regarding transactions or events that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo or Internal SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (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 stock Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (DC) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion or waiver described in clause (Ax), (By) or (Cz) of Section 7.02(d)), ) or in a SpinCo CFO Certificate described in Section 7.02(e) or a consent described in Section 7.02(g7.02(e)(i)) ), or (E) any breach by SpinCo of its agreements agreement and representations set forth in Section 7.017.01 (other than Section 7.01(a)).