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. (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c), MetLife shall be responsible for, and shall indemnify and hold harmless Brighthouse 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: (i) the acquisition (other than pursuant to the Transactions) of all or a portion of the stock and/or assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by MetLife 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 MetLife representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (iv) any act or failure to act by MetLife or any MetLife Affiliate described in Section 4.03. (c) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a) and Section 4.05(b), responsibility for such Tax-Related Loss shall be shared by MetLife and Brighthouse equally.

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 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. (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c), MetLife shall be responsible for, and shall indemnify and hold harmless Brighthouse Southwest and 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: (A) the acquisition (other than pursuant to the Distribution Agreement or the Share Distribution) by any Person, other than Capital Southwest and its Affiliates, of all or a portion of CSWI’s stock and/or its or its Subsidiaries’ assets, (B) any negotiations, understandings, agreements or arrangements by CSWI (other than as set forth in the Distribution Agreement) 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 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 CSWI representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by CSWI after the Share Distribution (including any amendment to CSWI’s certificate of incorporation or other organizational document, whether through a stockholder vote or otherwise) affecting the voting rights of CSWI stock (including through the conversion of one class of CSWI stock into another class of CSWI stock), (D) any breach by CSWI of its covenants set forth in Section 3.02 (regardless of whether the act or failure to act giving rise to the breach is covered by a Ruling or Unqualified Tax Opinion), or (E) any breach by CSWI of its representations, warranties, or covenants set forth in Section 3.01(a). (b) Subject to Section 3.04(c), Capital Southwest shall be responsible for, and shall indemnify and hold harmless CSWI and its Affiliates and each of their respective officers, directors and employees from and against any Tax-Related 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 CSWI and its Affiliates, of all or a portion of the Capital Southwest’s stock and/or assets of MetLife and/or its subsidiaries by any means whatsoever by any Personor its Subsidiaries’ assets, (iiB) any negotiations, understandings, agreements or arrangements by MetLife Capital Southwest (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 MetLife Capital Southwest representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by MetLife or a member of the MetLife Group Capital Southwest after the Share Distribution (including, without limitation, including any amendment to MetLifeCapital Southwest’s certificate of incorporation (or other organizational documentsdocument), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife Capital Southwest stock (including, without limitation, including through the conversion of one class of MetLife Capital Stock Southwest stock into another class of MetLife Capital StockSouthwest stock), or (ivD) any breach by Capital Southwest of its covenants set forth in Section 3.02 (regardless of whether such act or failure to act is covered by MetLife a Ruling or Unqualified Tax Opinion), or (E) any MetLife Affiliate described breach by Capital Southwest of its representations, warranties, or covenants set forth in Section 4.033.01(b). (c) To Notwithstanding Sections 3.04(a) and (b), to the extent that any Tax-Related Loss is subject of a Party can be attributed to indemnity under an action or actions taken by each Party, individually, or to actions taken by both Sections 4.05(a) and Section 4.05(bParties (whether or not such actions are the same), responsibility for such Tax-Related Loss shall be shared by MetLife Capital Southwest and Brighthouse equallyCSWI according to relative fault. (d) A Party shall pay to the other Party the amount of any Tax-Related Losses for which the first Party is responsible under this Section 3.04: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than three (3) business days prior to the date Capital Southwest files, or causes to be filed, the applicable amended Tax Return for the year of the Contribution and Share Distribution (the “Filing Date”), and (B) in the case of Tax-Related Losses described in clause (ii) of the definition of Tax-Related Losses, no later than five (5) days after the date the Other Party pays such Tax-Related Losses.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 4.05(c7.05(c), Brighthouse Wireline shall be responsible for, and shall indemnify and hold harmless MetLife 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 Wireline’s stock and/or its or its subsidiaries’ assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse Wireline representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Wireline after the Distribution (including, without limitation, any amendment to Brighthouse’s Wireline certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Wireline stock (including, without limitation, through the conversion of one class of Brighthouse Wireline Capital Stock into another class of Brighthouse Wireline Capital Stock), (ivD) any act or failure to act by Brighthouse Wireline or any Brighthouse Wireline Affiliate described in Section 4.02 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 4.02(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 Brighthouse Wireline of its agreement and representation set forth in Section 4.017.01. (b) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 4.05(c7.05(c), MetLife NTELOS shall be responsible for, and shall indemnify and hold harmless Brighthouse Wireline 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the NTELOS’ stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife NTELOS 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 MetLife NTELOS representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (ivC) any act or failure to act by MetLife NTELOS or any MetLife Affiliate a member of the NTELOS Group described in Section 4.037.03 or (D) any breach by NTELOS of its agreement and representation set forth in Section 7.01. (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(aSection 7.05(a) and Section 4.05(b(b), responsibility for such Tax-Related Loss shall be shared by MetLife NTELOS and Brighthouse equallyWireline according to relative fault. (ii) Notwithstanding anything in Section 7.05(b) or (c)(i) or any other provision of this Agreement or the Separation and Distribution 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 NTELOS) 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 Wireline (or any Wireline Affiliate) by any means whatsoever by any Person or any action or failure to act by Wireline affecting the voting rights of Wireline stock, Wireline shall be responsible for, and shall indemnify and hold harmless NTELOS 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 Wireline is responsible under this Section 7.05, Tax- Related Losses shall be calculated by assuming that NTELOS, the NTELOS Affiliated Group and each member of the NTELOS 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 7.05(a) or (c)(i) or any other provision of this Agreement or the Separation and Distribution 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 Wireline) 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 NTELOS (or any NTELOS Affiliate) by any means whatsoever by any Person, NTELOS shall be responsible for, and shall indemnify and hold harmless Wireline and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss. For purposes of calculating the amount and timing of any Tax-Related Loss for which NTELOS is responsible under this Section 7.05(c)(iii), Tax-Related Losses shall be calculated by assuming that Wireline and each member of the Wireline 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. (d) Wireline shall pay NTELOS the amount of any Tax-Related Losses for which Wireline is responsible under this Section 7.05: (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 NTELOS 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 Wireline shall pay NTELOS 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 NTELOS pays such Tax-Related Losses. NTELOS shall pay Wireline the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax- Related Loss) for which NTELOS is responsible under this Section 7.05 no later than two Business Days after the date Wireline pays such Tax-Related Losses.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 4.05(c7.04(c), Brighthouse Enova shall be responsible for, and shall indemnify and hold harmless MetLife 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 TransactionsDistribution) of all or a portion of the Enova’s stock and/or its or its subsidiaries’ assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse Enova representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Enova after the Distribution (including, without limitation, any amendment to BrighthouseEnova’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Enova stock (including, without limitation, through the conversion of one class of Brighthouse Enova Capital Stock into another class of Brighthouse Enova Capital Stock), (ivD) any act or failure to act by Brighthouse Enova or any Brighthouse Enova Affiliate described in Section 4.02 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 4.02(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 Brighthouse Enova of its agreement and representation set forth in Section 4.017.01(a). (b) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 4.05(c7.04(c), MetLife Parent shall be responsible for, and shall indemnify and hold harmless Brighthouse Enova 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: (iA) the acquisition (other than pursuant to the TransactionsDistribution) of all or a portion of the Parent’s stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife Parent 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 MetLife Parent representing a Fifty-Percent or Greater Interest therein, or (iiiC) any action or failure to act breach by MetLife or a member Parent of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (iv) any act or failure to act by MetLife or any MetLife Affiliate described its agreement and representation set forth in Section 4.037.01(a). (c) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a) and Section 4.05(b), responsibility for such Tax-Related Loss shall be shared by MetLife and Brighthouse equally.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c4.5(c), Brighthouse Organon shall be responsible for, and shall indemnify and hold harmless MetLife 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 stock and/or assets of Brighthouse Organon and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse Organon representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by Brighthouse Organon or a member of the Brighthouse Organon Group after the Distribution (including, without limitation, any amendment to BrighthouseOrganon’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Organon stock (including, without limitation, through the conversion of one class of Brighthouse Organon Capital Stock into another class of Brighthouse Organon Capital Stock), (iv) any act or failure to act by Brighthouse Organon or any Brighthouse Organon Affiliate described in Section 4.02 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 4.02(c4.2(c) or a Board Certificate described in Section 4.2(d)) or (v) any breach by Brighthouse Organon of its agreement and representation representations set forth in Section 4.014.1. (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c4.5(c), MetLife Merck shall be responsible for, and shall indemnify and hold harmless Brighthouse Organon 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: (i) the acquisition (other than pursuant to the Transactions) of all or a portion of the stock and/or assets of MetLife Merck and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by MetLife Merck 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 MetLife Merck representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife Merck or a member of the MetLife Merck Group after the Distribution (including, without limitation, any amendment to MetLifeMerck’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife Merck stock (including, without limitation, through the conversion of one class of MetLife Merck Capital Stock into another class of MetLife Merck Capital Stock), or (iv) any act or failure to act by MetLife Merck or any MetLife Merck Affiliate described in Section 4.034.3, or (v) any breach by Merck of its agreement and representations set forth in Section 4.1. (c) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(aSection 4.5(a) and Section 4.05(b4.5(b), responsibility for such Tax-Related Loss shall be shared by MetLife Merck and Brighthouse equallyOrganon according to relative fault. (d) If the indemnification obligations resulting from the failure of the Transactions to have Tax-Free Status are not otherwise addressed by any of the provisions in this Section 4.5, any Tax-Related Losses resulting therefrom shall be allocated to (i) Merck in an amount equal to such Tax-Related Loss multiplied by the Merck Liability Percentage and (ii) to Organon in an amount equal to such Tax-Related Loss multiplied by the Organon Liability Percentage. (e) Notwithstanding anything in Section 4.5(b) or Section 4.5(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 Merck, or any predecessor or successor thereto, within the meaning of Treasury Regulation Section 1.355-8) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition (other than pursuant to the Transactions) after the Distribution of any stock or assets of Organon (or any Organon Affiliate or predecessor or successor thereto, within the meaning of Treasury Regulation Section 1.355-8) by any means whatsoever by any Person or any action or failure to act by Organon affecting the voting rights of Organon stock, Organon shall be responsible for, and shall indemnify and hold harmless Merck and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss. (f) Notwithstanding anything in Section 4.5(a) or Section 4.5(c)(ii) 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 Organon or any predecessor or successor thereto, within the meaning of Treasury Regulation Section 1.355-8) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition (other than pursuant to the Transactions) after the Distribution of any stock or assets of Merck (or any Merck Affiliate or predecessor or successor thereto, within the meaning of Treasury Regulation Section 1.355-8) by any means whatsoever by any Person or any action or failure to act by Merck affecting the voting rights of Merck stock, Merck shall be responsible for, and shall indemnify and hold harmless Organon and its Affiliates and each of their -respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master 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 4.05(c6.04(c), Brighthouse Arcosa shall be responsible for, and shall indemnify and hold harmless MetLife 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 Arcosa's stock and/or its or its subsidiaries' assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse 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 Brighthouse Arcosa representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Arcosa after the Distribution (including, without limitation, any amendment to Brighthouse’s Arcosa's certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Arcosa stock (including, without limitation, through the conversion of one class of Brighthouse Arcosa Capital Stock into another class of Brighthouse Arcosa Capital Stock), (ivD) any act or failure to act by Brighthouse Arcosa or any Brighthouse Arcosa Affiliate described in Section 4.02 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 4.02(c6.01(c), or a Board Certificate described in Section 6.01(d)) or (vE) any breach by Brighthouse Arcosa of its agreement and representation set forth in Section 4.016.01(a). (b) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 4.05(c6.04(c), MetLife Trinity shall be responsible for, and shall indemnify and hold harmless Brighthouse Arcosa 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the Trinity's stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife Trinity 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 MetLife Trinity representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (ivC) any act or failure to act by MetLife Trinity or any MetLife Affiliate a member of the Trinity Group described in Section 4.036.02 or any breach by Trinity of its agreement and representation set forth in Section 6.02, limited, in each case, to Tax-Related Losses arising from Taxes of the Trinity Group for which an Arcosa Entity is found jointly, severally or secondarily liable pursuant to the provisions of Treasury Regulations Section 1.1502-6 (or similar provisions of state, local or foreign Tax Law). (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a6.04(a) and Section 4.05(b(b), responsibility for such Tax-Related Loss shall be shared by MetLife Trinity and Brighthouse equallyArcosa 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 and Distribution 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 Trinity) 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 Arcosa (or any Arcosa Affiliate) by any means whatsoever by any Person or any action or failure to act by Arcosa affecting the voting rights of Arcosa stock, Arcosa shall be responsible for, and shall indemnify and hold harmless Trinity 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 Arcosa is responsible under this Section 6.04, Tax-Related Losses shall be calculated by assuming that Trinity, the Trinity Affiliated Group and each member of the Trinity 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 and Distribution 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 Arcosa) 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 Trinity (or any Trinity Affiliate) by any means whatsoever by any Person, Trinity shall be responsible for, and shall indemnify and hold harmless Arcosa 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) Arcosa shall pay Trinity the amount of any Tax-Related Losses for which Arcosa 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 twenty Business Days prior to the date Trinity 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 (i), (ii) or (iii) of the definition of "Final Determination", then Arcosa shall pay Trinity no later than twenty 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 twenty Business Days after the date Trinity pays such Tax-Related Losses. Trinity shall pay Arcosa the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which Trinity is responsible under this Section 6.04 no later than twenty Business Days after the date Arcosa pays such Tax-Related Losses. (e) To the extent that neither Trinity nor Arcosa would be responsible for a Tax-Related Loss pursuant to Section 6.04(a), Section 6.04(b) or Section 6.04(c), responsibility for such Tax-Related Loss shall be shared by Trinity and Arcosa in accordance with Trinity's and Arcosa's relative market capitalizations as of the Distribution Date (determined based upon the average trading prices of Trinity and Arcosa during the ten trading days beginning on the Distribution Date).

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation 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 4.05(c6.04(c), Brighthouse Chemours shall be responsible for, and shall indemnify and hold harmless MetLife 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 Chemours’ stock and/or its or its subsidiaries’ assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse Chemours 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 Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Chemours after the Distribution (including, without limitation, any amendment to Brighthouse’s Chemours’ certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Chemours stock (including, without limitation, through the conversion of one class of Brighthouse Chemours Capital Stock into another class of Brighthouse Chemours Capital Stock), (ivD) any act or failure to act by Brighthouse Chemours or any Brighthouse Chemours Affiliate described in Section 4.02 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 4.02(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 Brighthouse Chemours of its agreement and representation set forth in Section 4.016.01(a). (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c6.04(c), MetLife DuPont shall be responsible for, and shall indemnify and hold harmless Brighthouse 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the DuPont’s stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of MetLife DuPont representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (ivC) any act or failure to act by MetLife DuPont or any MetLife Affiliate a member of the DuPont Group described in Section 4.036.02 or any breach by DuPont of its agreement and representation set forth in Section 6.02, 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). (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a6.04(a) and Section 4.05(b(b), responsibility for such Tax-Related Loss shall be shared by MetLife DuPont and Brighthouse equallyChemours 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 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.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation 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 4.05(c6.04(c), Brighthouse Chemours shall be responsible for, and shall indemnify and hold harmless MetLife 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 Chemours' stock and/or its or its subsidiaries' assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse Chemours 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 Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Chemours after the Distribution (including, without limitation, any amendment to Brighthouse’s Chemours' certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Chemours stock (including, without limitation, through the conversion of one class of Brighthouse Chemours Capital Stock into another class of Brighthouse Chemours Capital Stock), (ivD) any act or failure to act by Brighthouse Chemours or any Brighthouse Chemours Affiliate described in Section 4.02 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 4.02(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 Brighthouse Chemours of its agreement and representation set forth in Section 4.016.01(a). (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c6.04(c), MetLife DuPont shall be responsible for, and shall indemnify and hold harmless Brighthouse 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the DuPont's stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of MetLife DuPont representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (ivC) any act or failure to act by MetLife DuPont or any MetLife Affiliate a member of the DuPont Group described in Section 4.036.02 or any breach by DuPont of its agreement and representation set forth in Section 6.02, 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). (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a6.04(a) and Section 4.05(b(b), responsibility for such Tax-Related Loss shall be shared by MetLife DuPont and Brighthouse equallyChemours 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 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.

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. (b) Notwithstanding anything in this Agreement or the Master Separation Distribution Agreement to the contrary, subject to Section 4.05(c), MetLife Baxter shall be responsible for, and shall indemnify and hold harmless Brighthouse Baxalta 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: (i) the acquisition (other than pursuant to to the Transactions) of all or a portion of the stock and/or assets of MetLife Baxter and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by MetLife Baxter 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 MetLife Baxter representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife Baxter or a member of the MetLife Baxter Group after the Distribution (including, without limitation, any amendment to MetLife’s Xxxxxx’x certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife Baxter stock (including, without limitation, through the conversion of one class of MetLife Baxter Capital Stock into another class of MetLife Baxter Capital Stock), or (iv) any act or failure to act by MetLife Baxter or any MetLife Baxter Affiliate described in Section 4.03, or (v) any breach by Baxter of its agreement and representation set forth in Section 4.01. (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a) and Section 4.05(b), responsibility for such Tax-Related Loss shall be shared by MetLife Baxter and Brighthouse equallyBaxalta according to relative fault. (ii) Notwithstanding anything in Section 4.05(b) or Section 4.05(c)(i) or any other provision of this Agreement or the Distribution 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 Baxter) 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 Baxalta (or any Baxalta Affiliate) by any means whatsoever by any Person or any action or failure to act by Baxalta affecting the voting rights of Baxalta stock, Baxalta shall be responsible for, and shall indemnify and hold harmless Baxter and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss. (iii) Notwithstanding anything in Section 4.05(a) or Section 4.05(c)(i) or any other provision of this Agreement or the Distribution 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 Baxalta) 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 Baxter (or any Baxter Affiliate) by any means whatsoever by any Person or any action or failure to act by Baxter affecting the voting rights of Baxter stock, Baxter shall be responsible for, and shall indemnify and hold harmless Baxalta and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Master Separation 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 4.05(c6.04(c), Brighthouse Chemours shall be responsible for, and shall indemnify and hold harmless MetLife 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 Chemours’s stock and/or its or its subsidiaries’ assets of Brighthouse and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Brighthouse Chemours 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 Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Brighthouse or a member of the Brighthouse Group Chemours after the Distribution (including, without limitation, any amendment to BrighthouseChemours’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Brighthouse Chemours stock (including, without limitation, through the conversion of one class of Brighthouse Chemours Capital Stock into another class of Brighthouse Chemours Capital Stock), (ivD) any act or failure to act by Brighthouse Chemours or any Brighthouse Chemours Affiliate described in Section 4.02 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 4.02(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 Brighthouse Chemours of its agreement and representation set forth in Section 4.016.01(a). (b) Notwithstanding anything in this Agreement or the Master Separation Agreement to the contrary, subject to Section 4.05(c6.04(c), MetLife DuPont shall be responsible for, and shall indemnify and hold harmless Brighthouse 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: (iA) the acquisition (other than pursuant to the TransactionsContribution or the Distribution) of all or a portion of the DuPont’s stock and/or its assets of MetLife and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by MetLife 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 Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of MetLife DuPont representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by MetLife or a member of the MetLife Group after the Distribution (including, without limitation, any amendment to MetLife’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of MetLife stock (including, without limitation, through the conversion of one class of MetLife Capital Stock into another class of MetLife Capital Stock), or (ivC) any act or failure to act by MetLife DuPont or any MetLife Affiliate a member of the DuPont Group described in Section 4.036.02 or any breach by DuPont of its agreement and representation set forth in Section 6.02, 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). (ci) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 4.05(a6.04(a) and Section 4.05(b(b), responsibility for such Tax-Related Loss shall be shared by MetLife DuPont and Brighthouse equallyChemours 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 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.