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

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, the Separation and Distribution Agreement, or any Ancillary 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 Transactions), by any means whatsoever or by any Person, of all or a portion of (i) SpinCo Capital Stock, (ii) any Section 355 Affiliate Capital Stock, and/or (iii) Spinco’s assets, any Section 355 Affiliate’s assets, or any of their Subsidiaries’ assets, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (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 regarding transactions or events that cause any Internal Distribution, the Distribution, or any Monetization Transaction to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo, stock of any Section 355 Affiliate, or stock of any Affiliate of SpinCo or any Section 355 Affiliate, in each case, representing a Fifty-Percent or Greater Interest therein or (ii) any one or more officers or directors of any Section 355 Affiliate 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 any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of such Section 355 Affiliate or stock of any Affiliate of such Section 355 Affiliate, 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 or any Section 355 Affiliate’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 Section 355 Affiliate stock (including, without limitation, through the conversion of one class of Section 355 Affiliate Capital Stock into another class of Section 355 Affiliate Capital Stock), (D) any act or failure to act by SpinCo, any Section 355 Affiliate or any other member of the SpinCo Group described in Section 7.02 (regardless of whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver, as applicable, described in Section 7.02(c) or by a Board Certificate described in Section 7.02(d) or any consultations with or comments from Parent in accordance with Section 7.02(e)), including, for the avoidance of doubt, any act or failure to act by SpinCo or any other member of the SpinCo Group that results in any Other Restructuring Transaction or any Monetization Transaction failing to qualify, in whole or in part, for Tax-Free Status, or (E) any breach by SpinCo of its agreement and representations set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, or any Ancillary Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent EPC 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 Transactions), by any means whatsoever Contribution or by any Person, the Distribution) of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (i) SpinCo Capital Stockincluding any capital stock of EIC, (ii) any Section 355 Affiliate Capital Stock, and/or (iii) Spinco’s assets, any Section 355 Affiliate’s assets, EII or any member of their Subsidiaries’ assetsthe SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Foreign Distribution) by any means whatsoever by any Person, (B) any “agreement,” “, understanding,” “, arrangement,” “, substantial negotiations” negotiations or “discussions” (as such terms are defined in Treasury Regulations Regulation 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 regarding transactions or events that cause any the Distribution, the First Internal Distribution, the Distribution, Second Internal Distribution or any Monetization Transaction Foreign 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 any Section 355 AffiliateEIC, or stock of any Affiliate of SpinCo EII or any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355 Affiliate, 355(b) of the Code) in each case, representing a Fifty-Percent or Greater Interest therein or (ii) any one or more officers or directors of any Section 355 Affiliate 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 any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of such Section 355 Affiliate or stock of any Affiliate of such Section 355 AffiliateForeign Distribution, 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 or any Section 355 Affiliate’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 Section 355 Affiliate stock (including, without limitation, through the conversion of one class of Section 355 Affiliate Capital Stock into another class of Section 355 Affiliate Capital Stock), (D) any act or failure to act by SpinCo, any Section 355 Affiliate SpinCo or any other member of the SpinCo Group Affiliate described in Section 7.02 (regardless of whether such act or failure to act is covered by a Rulingprivate letter ruling, Unqualified Tax Opinion or waiver, as applicable, waiver described in Section 7.02(cclause (A), (B) or by (C) of Section 7.02(d), a Board CFO Certificate described in Section 7.02(d7.02(e) or any consultations with or comments from Parent a consent described in accordance with Section 7.02(e7.02(g)), including, for the avoidance of doubt, any act or failure to act by SpinCo or any other member of the SpinCo Group that results in any Other Restructuring Transaction or any Monetization Transaction failing to qualify, in whole or in part, for Tax-Free Status, ) or (E) any breach by SpinCo of its agreement and representations set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, or any Ancillary 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 Transactions), by any means whatsoever Contribution or by any Person, the Distribution) of all or a portion of (i) SpinCo SpinCo’s Capital Stock, (ii) Stock and/or its or its subsidiaries’ assets by any Section 355 Affiliate Capital Stock, and/or (iii) Spinco’s assets, means whatsoever by any Section 355 Affiliate’s assets, or any of their Subsidiaries’ assetsPerson, (B) any “agreement,” “understanding,” “arrangement,” “substantial negotiations” or “discussions” (as such terms are used or 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 regarding transactions or events that cause any Internal Distribution, the Distribution, or any Monetization Transaction to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of SpinCo, stock of any Section 355 Affiliate, or stock of any Affiliate of SpinCo or any Section 355 Affiliate, in each case, representing a Fifty-Percent or Greater Interest therein or (ii) any one or more officers or directors of any Section 355 Affiliate 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 any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of such Section 355 Affiliate or stock of any Affiliate of such Section 355 Affiliate, in each case, SpinCo 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 or any Section 355 Affiliate’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 Section 355 Affiliate stock (including, without limitation, through the conversion of one class of Section 355 Affiliate Capital Stock into another class of Section 355 Affiliate Capital Stock), (D) any act or failure to act by SpinCo, any Section 355 Affiliate SpinCo or any other member of the SpinCo Group Affiliate described in Section 7.02 (regardless of whether such act or failure to act is covered by a Post-Distribution Ruling, Unqualified Tax Opinion or waiver, as applicable, waiver described in clause (A), (B) or (C) of Section 7.02(c) or by a Board CFO Certificate described in Section 7.02(d)) or any consultations with or comments from Parent in accordance with Section 7.02(e)), including, for the avoidance of doubt, any act or failure to act by SpinCo or any other member of the SpinCo Group that results in any Other Restructuring Transaction or any Monetization Transaction failing to qualify, in whole or in part, for Tax-Free Status, or (E) any breach by SpinCo of its agreement agreements and representations set forth in Section 7.01.

Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, or any Ancillary Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent EPC 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 Transactions), by any means whatsoever Contribution or by any Person, the Distribution) of all or a portion of SpinCo’s Capital Stock and/or its or its subsidiaries’ assets (i) SpinCo Capital Stockincluding any capital stock of New EBC, (ii) any Section 355 Affiliate Capital Stock, and/or (iii) Spinco’s assets, any Section 355 Affiliate’s assets, EII or any member of their Subsidiaries’ assetsthe SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Foreign Distribution) by any means whatsoever by any Person, (B) any “agreement,” “, understanding,” “, arrangement,” “, substantial negotiations” negotiations or “discussions” (as such terms are defined in Treasury Regulations Regulation 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 regarding transactions or events that cause any the Distribution, the First Internal Distribution, the Distribution, Second Internal Distribution or any Monetization Transaction Foreign 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 any Section 355 AffiliateNew EBC, or stock of any Affiliate of SpinCo EII or any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355 Affiliate, 355(b) of the Code) in each case, representing a Fifty-Percent or Greater Interest therein or (ii) any one or more officers or directors of any Section 355 Affiliate 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 any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of such Section 355 Affiliate or stock of any Affiliate of such Section 355 AffiliateForeign Distribution, 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 or any Section 355 Affiliate’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 Section 355 Affiliate stock (including, without limitation, through the conversion of one class of Section 355 Affiliate Capital Stock into another class of Section 355 Affiliate Capital Stock), (D) any act or failure to act by SpinCo, any Section 355 Affiliate SpinCo or any other member of the SpinCo Group Affiliate described in Section 7.02 (regardless of whether such act or failure to act is covered by a Rulingprivate letter ruling, Unqualified Tax Opinion or waiver, as applicable, waiver described in Section 7.02(cclause (A), (B) or by (C) of Section 7.02(d), a Board CFO Certificate described in Section 7.02(d7.02(e) or any consultations with or comments from Parent a consent described in accordance with Section 7.02(e7.02(g)), including, for the avoidance of doubt, any act or failure to act by SpinCo or any other member of the SpinCo Group that results in any Other Restructuring Transaction or any Monetization Transaction failing to qualify, in whole or in part, for Tax-Free Status, ) or (E) any breach by SpinCo of its agreement and representations set forth in Section 7.01.