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

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c), Brighthouse shall be responsible for, and shall indemnify and hold harmless MetLife 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) of all or a portion of the stock and/or assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by Brighthouse or a member of the Brighthouse Group after the Distribution (including, without limitation, any amendment to Brighthouse’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse stock (including, without limitation, through the conversion of one class of Brighthouse Capital Stock into another class of Brighthouse Capital Stock), (iv) any act or failure to act by Brighthouse or any Brighthouse Affiliate described in Section 4.02 (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 4.02(c)) or (v) any breach by Brighthouse of its agreement and representation set forth in Section 4.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject Subject to Section 4.05(c3.04(c), Brighthouse CSWI shall be responsible for, and shall indemnify and hold harmless MetLife Capital Southwest 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 Losses, without duplication, that are attributable to or result from any one or more of the following: (iA) the acquisition (other than pursuant to the TransactionsDistribution Agreement or the Share Distribution) by any Person, other than Capital Southwest and its Affiliates, of all or a portion of the CSWI’s stock and/or assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Personor its Subsidiaries’ assets, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse CSWI (other than as set forth in the Distribution Agreement) with respect to transactions or events (including, without limitation, stock issuances, issuances (pursuant to the exercise of stock options or otherwise), option grants, capital contributions contributions, or acquisitions, or a series of such transactions or events) that cause the Contribution and Share Distribution to be treated as part of a plan (or series of related transactions) pursuant to which one or more Persons acquire directly or indirectly stock of Brighthouse CSWI representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group CSWI after the Share Distribution (including, without limitation, including any amendment to BrighthouseCSWI’s certificate of incorporation (or other organizational documents)document, whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse CSWI stock (including, without limitation, including through the conversion of one class of Brighthouse Capital Stock CSWI stock into another class of Brighthouse Capital StockCSWI stock), (ivD) any breach by CSWI of its covenants set forth in Section 3.02 (regardless of whether the act or failure to act by Brighthouse or any Brighthouse Affiliate described in Section 4.02 (regardless of whether such act or failure giving rise to act the breach is covered by a Ruling, Post-Distribution Ruling or Unqualified Tax Opinion or waiver described in clause (AOpinion), (B) or (C) of Section 4.02(c)) or (vE) any breach by Brighthouse CSWI of its agreement and representation representations, warranties, or covenants set forth in Section 4.013.01(a).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation Distribution Agreement to the contrary, subject to Section 4.05(c), Brighthouse Baxalta shall be responsible for, and shall indemnify and hold harmless MetLife 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) of all or a portion of the stock and/or assets of Brighthouse Baxalta and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse Baxalta representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by Brighthouse Baxalta or a member of the Brighthouse Baxalta Group after the Distribution (including, without limitation, any amendment to BrighthouseBaxalta’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Baxalta stock (including, without limitation, through the conversion of one class of Brighthouse Baxalta Capital Stock into another class of Brighthouse Baxalta Capital Stock), (iv) any act or failure to act by Brighthouse Baxalta or any Brighthouse Baxalta Affiliate described in Section 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 4.02(c) or a Board Certificate described in Section 4.02(d)) or (v) any breach by Brighthouse Baxalta of its agreement and representation set forth in Section 4.01.