Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary Agreement to the contrary, subject to Section 6.04(b), Xxxxxxxx 66 shall be responsible for, and shall indemnify and hold harmless ConocoPhillips, ConocoPhillips Company, each of their 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 Internal Contribution, the Internal Distribution, the Contribution, or the Distribution) of all or a portion of the stock and/or assets of Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (ii) any negotiations, understandings, agreements or arrangements by Xxxxxxxx 66 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 Internal Distribution or the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Xxxxxxxx 66 Company or Xxxxxxxx 66, as applicable, representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by Xxxxxxxx 66 after the Distribution (including, without limitation, any amendment to Xxxxxxxx 66’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Xxxxxxxx 66 stock or Xxxxxxxx 66 Company stock (including, without limitation, through the conversion of one class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively), (iv) any act or failure to act by Xxxxxxxx 66, Xxxxxxxx 66 Company, or any Xxxxxxxx 66 Affiliate described in Section 6.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (x), (y) or (z) of Section 6.02(d), a Board Certificate described in Section 6.02(e) or a consent described in Section 6.02(f) or (g)) or (v) any breach by Xxxxxxxx 66 of its agreement and representation set forth in Section 6.01(a).
Appears in 3 contracts
Samples: Tax Sharing Agreement, Tax Sharing Agreement (Phillips 66), Tax Sharing Agreement (Phillips 66)
Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary 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 6.04(b6.04(c), Xxxxxxxx 66 Chemours shall be responsible for, and shall indemnify and hold harmless ConocoPhillips, ConocoPhillips Company, each of their DuPont 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 Internal Contribution, the Internal Distribution, the Contribution, Contribution or the Distribution) of all or a portion of the Chemours' stock and/or its or its subsidiaries' assets of Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Xxxxxxxx 66 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 Internal Distribution or the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Xxxxxxxx 66 Company or Xxxxxxxx 66, as applicable, Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Xxxxxxxx 66 Chemours after the Distribution (including, without limitation, any amendment to Xxxxxxxx 66’s Chemours' certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Xxxxxxxx 66 stock or Xxxxxxxx 66 Company Chemours stock (including, without limitation, through the conversion of one class of Xxxxxxxx 66 Chemours Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Chemours Capital Stock, respectively), (ivD) any act or failure to act by Xxxxxxxx 66, Xxxxxxxx 66 Company, Chemours or any Xxxxxxxx 66 Chemours Affiliate described in Section 6.02 6.01 (regardless whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (xA), (yB) or (zC) of Section 6.02(d6.01(b), a Board Certificate described in Section 6.02(e) or 6.01(d), a consent described in Section 6.02(f6.01(e) or Section 6.01(h), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (gC) of Section 6.01(f)) or (vE) any breach by Xxxxxxxx 66 Chemours of its agreement and representation set forth in Section 6.01(a).
Appears in 1 contract
Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary 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 6.04(b6.04(c), Xxxxxxxx 66 Chemours shall be responsible for, and shall indemnify and hold harmless ConocoPhillips, ConocoPhillips Company, each of their DuPont 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 Internal Contribution, the Internal Distribution, the Contribution, Contribution or the Distribution) of all or a portion of the Chemours’s stock and/or its or its subsidiaries’ assets of Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Xxxxxxxx 66 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 Internal Distribution or the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Xxxxxxxx 66 Company or Xxxxxxxx 66, as applicable, Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Xxxxxxxx 66 Chemours after the Distribution (including, without limitation, any amendment to Xxxxxxxx 66Chemours’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Xxxxxxxx 66 stock or Xxxxxxxx 66 Company Chemours stock (including, without limitation, through the conversion of one class of Xxxxxxxx 66 Chemours Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Chemours Capital Stock, respectively), (ivD) any act or failure to act by Xxxxxxxx 66, Xxxxxxxx 66 Company, Chemours or any Xxxxxxxx 66 Chemours Affiliate described in Section 6.02 6.01 (regardless whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (xA), (yB) or (zC) of Section 6.02(d6.01(c), a Board Certificate described in Section 6.02(e) or 6.01(d), a consent described in Section 6.02(f6.01(e), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (gC) of Section 6.01(f)) or (vE) any breach by Xxxxxxxx 66 Chemours of its agreement and representation set forth in Section 6.01(a).
Appears in 1 contract
Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary 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 6.04(b6.04(c), Xxxxxxxx 66 Chemours shall be responsible for, and shall indemnify and hold harmless ConocoPhillips, ConocoPhillips Company, each of their DuPont 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 Internal Contribution, the Internal Distribution, the Contribution, Contribution or the Distribution) of all or a portion of the Chemours' stock and/or its or its subsidiaries' assets of Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Xxxxxxxx 66 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 22 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 Chemours representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Chemours after the Distribution (including, without limitation, any amendment to Chemours' certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Chemours stock (including, without limitation, through the conversion of one class of Chemours Capital Stock into another class of Chemours Capital Stock), (D) any act or failure to act by Chemours or any Chemours Affiliate described in Section 6.01 (regardless whether such act or failure to act may be a Required Action or may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(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 (E) any breach by Chemours of its agreement and representation set forth in Section 6.01(a). (b) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.04(c), 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 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 Contribution or the Distribution) of all or a portion of DuPont's stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by 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 Internal Distribution or the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Xxxxxxxx 66 Company or Xxxxxxxx 66, as applicable, DuPont representing a Fifty-Percent or Greater Interest therein, (iii) any action or failure to act by Xxxxxxxx 66 after the Distribution (including, without limitation, any amendment to Xxxxxxxx 66’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Xxxxxxxx 66 stock or Xxxxxxxx 66 Company stock (including, without limitation, through the conversion of one class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively), (ivC) any act or failure to act by Xxxxxxxx 66, Xxxxxxxx 66 Company, DuPont or any Xxxxxxxx 66 Affiliate a member of the DuPont Group described in Section 6.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (x), (y) or (z) of Section 6.02(d), a Board Certificate described in Section 6.02(e) or a consent described in Section 6.02(f) or (g)) or (v) any breach by Xxxxxxxx 66 DuPont of its agreement and representation set forth in Section 6.01(a6.02, 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). (c) (i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 6.04(a) and (b), responsibility for such Tax-Related Loss shall be shared by DuPont and Chemours 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 23 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. Section 7.
Appears in 1 contract
Samples: Ii Tax Matters Agreement
Liability for Tax-Related Losses. (a) Notwithstanding anything in this Agreement, Agreement or the Separation and Distribution Agreement, the Indemnification and Release Agreement, or any other Ancillary 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 6.04(b6.04(c), Xxxxxxxx 66 Chemours shall be responsible for, and shall indemnify and hold harmless ConocoPhillips, ConocoPhillips Company, each of their DuPont 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 Internal Contribution, the Internal Distribution, the Contribution, Contribution or the Distribution) of all or a portion of the Chemours’ stock and/or its or its subsidiaries’ assets of Xxxxxxxx 66 and/or its subsidiaries by any means whatsoever by any Person, (iiB) any negotiations, understandings, agreements or arrangements by Xxxxxxxx 66 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 Internal Distribution or the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Xxxxxxxx 66 Company or Xxxxxxxx 66, as applicable, Chemours representing a Fifty-Percent or Greater Interest therein, (iiiC) any action or failure to act by Xxxxxxxx 66 Chemours after the Distribution (including, without limitation, any amendment to Xxxxxxxx 66’s Chemours’ certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Xxxxxxxx 66 stock or Xxxxxxxx 66 Company Chemours stock (including, without limitation, through the conversion of one class of Xxxxxxxx 66 Chemours Capital Stock or Xxxxxxxx 66 Company Capital Stock, respectively, into another class of Xxxxxxxx 66 Capital Stock or Xxxxxxxx 66 Company Chemours Capital Stock, respectively), (ivD) any act or failure to act by Xxxxxxxx 66, Xxxxxxxx 66 Company, Chemours or any Xxxxxxxx 66 Chemours Affiliate described in Section 6.02 6.01 (regardless whether such act or failure to act is may be a Required Action or may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (xA), (yB) or (zC) of Section 6.02(d6.01(c), a Board Certificate described in Section 6.02(e) or 6.01(d), a consent described in Section 6.02(f6.01(e) or Section 6.01(h), or a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (gC) of Section 6.01(f)) or (vE) any breach by Xxxxxxxx 66 Chemours of its agreement and representation set forth in Section 6.01(a).
Appears in 1 contract
Samples: Tax Matters Agreement (Chemours Co)
