Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, SpinCo and each member of the SpinCo Group shall be responsible for one hundred percent (100%) of any and all Tax-Related Losses that are attributable to, or result from:
(i) any act or failure to act by SpinCo or any member of the SpinCo Group, which action or failure to act breaches any of the covenants described in Section 4(b)(i) through 4(b)(vi) of this Agreement (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that breaches Section 4(b)(i) or 4(b)(ii), regardless of whether such act or failure to act is permitted by Section 4(b)(iii) through 4(b)(vi);
(ii) any acquisition of Equity Securities of SpinCo or any member of the SpinCo Group by any Person or Persons (including, without limitation, as a result of an issuance of SpinCo Equity Securities or a merger of another entity with and into SpinCo or any member of the SpinCo Group) or any acquisition of assets of SpinCo or any member of the SpinCo Group (including, without limitation, as a result of a merger) by any Person or Persons; and
(iii) any Tax Authority withdrawing all or any portion of the Ruling or any Supplemental Ruling issued to Parent in connection with the Spin-Off-Related Transactions because of a breach by SpinCo or any member of the SpinCo Group of a representation made in this Agreement (or made in connection with the Ruling or any Supplemental Ruling).
Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, Spinco shall be responsible for, and shall indemnify and hold harmless Parent and each of its Affiliates from and against any liability for Taxes that are attributable to or result from (i) any act or failure to act by Spinco or any Spinco Affiliate, which action or failure to act breaches any of the representations or covenants contained in Article IV hereof (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transactions and any act or failure to act that breaches Section 4.2(a) or 4.2(b), regardless of whether such act or failure to act is permitted by Section 4.2(c) through 4.2(g), and (ii) Tax counsel withdrawing all or any portion of the Tax Opinion or any Tax Authority withdrawing all or any portion of a private letter ruling issued to Parent in connection with the Contribution and/or the Distribution because of a breach by Spinco or any Spinco Affiliate of a representation made in this Agreement (or made in connection with the Tax Opinion or any Supplemental Ruling contemplated by Section 4.3(e)).
Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, Subsidiary and each Subsidiary Affiliate shall be jointly and severally responsible for, and shall indemnify and hold FMC harmless from and against, any Restructuring Taxes that are attributable to, or result from, (i) any action taken by Subsidiary or any Subsidiary Affiliate that was prohibited by this Agreement or was not contemplated by the parties in connection with the Restructuring (including, without limitation, by taking any action not contemplated in connection with obtaining the Ruling or a Supplemental Ruling, or any opin- ions, rulings, agreements or written advice relating to foreign transfers) or (ii) the failure by Subsidiary or any Subsidiary Affiliate to take any action that Subsidiary is responsible for taking under this Agreement, the Separation Agreement or any other agreement related to the Restructuring or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
Liability for Undertaking Certain Actions. (a) Notwithstanding anything in this Agreement to the contrary, SpinCo shall be responsible for, and shall indemnify and hold harmless RemainCo and each of its Affiliates from and against any liability for Taxes that are attributable to or result from any act or failure to act by SpinCo or any SpinCo Affiliate, which action or failure to act breaches any of its representations or covenants contained in this Article V hereof (without regard to the exceptions or provisos set forth in such provisions but expressly excluding the representations and covenants by RemainCo in Sections 5.1(c) and 5.2(c) hereof), expressly including, for this purpose, any Permitted Transactions and any act or failure to act that breaches Section 5.2(d) or 5.2(i) regardless of whether such act or failure to act is permitted by Section 5.2(c) through 5.2(h).
(b) Notwithstanding anything in this Agreement to the contrary, RemainCo shall be responsible for, and shall indemnify and hold harmless SpinCo and each of its Affiliates from and against any liability for Taxes that are attributable to or result from any Fault of RemainCo or any RemainCo Affiliate.
Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, XXXX and each XXXX Affiliate shall be jointly and severally responsible for, and shall indemnify and hold SCL harmless from and against, any Restructuring Taxes that are attributable to, or result from, (i) any action taken by XXXX or any XXXX Affiliate that was not contemplated by the parties in connection with the IPO and the Restructuring Agreement or (ii) the failure by XXXX or any XXXX Affiliate to take any action that XXXX is responsible for taking under this Agreement, the Restructuring Agreement or any other agreement related to the IPO. Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Restructuring and any Deconsolidation and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, Conoco and each Conoco Affiliate shall be jointly and severally responsible for, and shall indemnify and hold DuPont harmless from and against, any IPO Restructuring Taxes that are attributable to, or result from, (i) any action taken by Conoco or any Conoco Affiliate that was not contemplated by the parties in connection with the IPO Restructuring (including, without limitation, by taking any action not contemplated in connection with obtaining a ruling from any Tax Authority) or (ii) the failure by Conoco or any Conoco Affiliate to take any action that Conoco is responsible for taking under this Agreement, the Restructuring Agreement or any other agreement related to the IPO Restructuring or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the IPO Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
Liability for Undertaking Certain Actions. Notwithstanding Section 8.1(a) of this Agreement, Luminent and each member of the Luminent Group shall be jointly and severally responsible for, and shall indemnify and hold MRV harmless from and against, any Separation Taxes that are attributable to, or result from, (i) any action taken by Luminent or any member of the Luminent Group that was not contemplated by the parties in connection with the Separation (including, without limitation, by taking any action not contemplated in connection with obtaining a ruling from any Tax Authority) or (ii) the failure by Luminent or any member of the Luminent Group to take any action that Luminent is responsible for taking under this Agreement, the Master Separation and Distribution Agreement or any other agreement related to the Separation or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Separation and any Deconsolidation and shall be responsible for any Taxes or losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
Liability for Undertaking Certain Actions. Sabre and each Sabre Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring Taxes that are attributable to, or result from, any act or failure to act as described in Section 3.01 (other than acts or failures to act inconsistent with representations 10, 11 or 14 of the Sabre Representation Letter and information supplied in writing to AMR by Sabre or any Sabre Affiliate related to such representations, with respect to which Sabre shall be responsible for fifty percent (50%) of the resulting Spinoff Restructuring Taxes). Sabre and each Sabre Affiliate shall jointly and severally indemnify, on an After Tax Basis, AMR, each AMR Affiliate and their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes.
Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, HBI shall be responsible for, and shall indemnify and hold harmless Xxxx Xxx and each of its Affiliates from and against any liability for Taxes that are attributable to or result from (i) any act or failure to act by HBI or any HBI Affiliate, which action or failure to act breaches any of the representations or covenants contained in Article IV hereof (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transactions and any act or failure to act that breaches Section 4.2(a) or 4.2(b), regardless of whether such act or failure to act is permitted by Section 4.2(c) through 4.2(h), and (ii) Tax counsel withdrawing all or any portion of the Tax Opinion or any Tax Authority withdrawing all or any portion of a private letter ruling issued to Xxxx Xxx in connection with the Restructuring and/or the Distribution because of a breach by HBI or any HBI Affiliate of a representation made in this Agreement (or made in connection with the Tax Opinion or any Supplemental Ruling contemplated by Section 4.3(e)).
Liability for Undertaking Certain Actions. Notwithstanding Section 8.1(a) of this Agreement, MercFuel and each member of the MercFuel Group shall be jointly and severally responsible for, and shall indemnify and hold MAG harmless from and against, any Separation Taxes that are attributable to, or result from, (i) any action taken by MercFuel or any member of the MercFuel Group that was not contemplated by the parties in connection with the Separation (including, without limitation, by taking any action not contemplated in connection with obtaining a ruling from any Tax Authority or an opinion from tax counsel) or (ii) the failure by MercFuel or any member of the MercFuel Group to take any action that MercFuel is responsible for taking under this Agreement, the Master Distribution Agreement or any other agreement related to the Separation or the IPO (including, without limitation, by failing to make an election or enter into a transaction specifically required in connection with obtaining a ruling from any Tax Authority or an opinion from tax counsel). Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Separation and any Deconsolidation and shall be responsible for any Taxes or losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.
