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

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, 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: (i) the direct or indirect acquisition (other than pursuant to the Contribution, the First Internal Distribution, the Second Internal Distribution or the Distribution) of all or a portion of SpinCo’s Capital Stock, SpinCo’s assets and/or its subsidiaries’ stock or assets by any means whatsoever by any Person, (ii) any “substantial negotiations,” “understanding,” “agreement,” “discussions” or “arrangement” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to 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, the First Internal Distribution or the Second 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 stock of any subsidiary of SpinCo, in each case, representing a Fifty-Percent or Greater Interest therein, (iii) 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), (iv) any act or failure to act by SpinCo or any member of the SpinCo Group described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (i), (ii) or (iii) of Section 7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (v) 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(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates (and, for the absence of doubt, SMCS Holdco II) and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (iA) the direct or indirect acquisition (other than pursuant to the Contribution, the First Internal Distribution, the Second Internal Distribution Contribution or the Distribution) ), by any means whatsoever or by any Person, of all or a portion of SpinCo’s (i) SpinCo Capital Stock, SpinCo’s assets and/or its subsidiaries’ stock or assets by any means whatsoever by any Person, (ii) AHS Capital Stock, and/or (iii) Spinco’s assets, AHS’s assets, or any of their subsidiaries’ assets, (B) any “substantial negotiationsagreement,” “understanding,” “agreementarrangement,” “discussionssubstantial negotiations” or “arrangementdiscussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by (i) any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors with respect to regarding transactions or events (including, 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, the First Internal Distribution or the Second Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo, stock of AHS, or stock of any Subsidiary of SpinCo or AHS, in each case, representing a Fifty-Percent or Greater Interest therein or (ii) any one or more officers or directors of AHS 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 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 AHS or stock of any subsidiary Subsidiary of SpinCoAHS, in each case, representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’ s ’s or AHS’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) or AHS stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (ivD) any act or failure to act by SpinCo or SpinCo, any member of the SpinCo Group or AHS described in Section 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver waiver, as applicable, described in clause (i), (iiSection 7.02(d) or (iii) of Section 7.02(d), by a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) )), or (g)) or (vE) any breach by SpinCo of its agreements agreement and representations set forth in Section 7.01.