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 Keysight shall be responsible for, and shall indemnify and hold harmless Parent Agilent 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 direct or indirect acquisition (other than pursuant to the Reorganization, the Contribution, the First Internal Distribution, the Second Internal Distribution or the Distribution) of all or a portion of SpinCoKeysight’s Capital Stock, SpinCo’s assets stock and/or its subsidiariesor its Affiliates’ stock or assets by any means whatsoever by any Person, (iiB) any “substantial negotiations,” “understanding,” “agreement,” “discussions” , understandings, agreements or “arrangement” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) arrangements by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors Keysight 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 Keysight or stock any of any subsidiary of SpinCo, in each case, its Affiliates representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by SpinCo Keysight after the Distribution (including, without limitation, any amendment to SpinCo’ s Keysight’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Keysight stock (including, without limitation, through the conversion of one class of SpinCo Keysight Capital Stock into another class of SpinCo Keysight Capital Stock), (ivD) any act or failure to act by SpinCo Keysight or any member of the SpinCo Group Keysight Affiliate 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 (iA), (iiB) or (iiiC) of Section 7.02(d), a Keysight 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 Keysight of its agreements agreement and representations representation set forth in Section 7.017.01 (collectively, a “Keysight Disqualifying Action”).