Common use of Liability for Undertaking Certain Actions Clause in Contracts

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 opinions, 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. 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 opinionsopin- 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. Notwithstanding Section 9.1(a8.1(a) of this Agreement, Subsidiary MercFuel and each Subsidiary Affiliate member of the MercFuel Group shall be jointly and severally responsible for, and shall indemnify and hold FMC MAG harmless from and against, any Restructuring Separation Taxes that are attributable to, or result from, (i) any action taken by Subsidiary MercFuel or any Subsidiary Affiliate member of the MercFuel Group that was prohibited by this Agreement or was not contemplated by the parties in connection with the Restructuring Separation (including, without limitation, by taking any action not contemplated in connection with obtaining the Ruling a ruling from any Tax Authority or a Supplemental Ruling, or any opinions, rulings, agreements or written advice relating to foreign transfersan opinion from tax counsel) or (ii) the failure by Subsidiary MercFuel or any Subsidiary Affiliate member of the MercFuel Group to take any action that Subsidiary MercFuel is responsible for taking under this Agreement, the Separation Master Distribution Agreement or any other agreement related to the Restructuring 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 AuthorityAuthority 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 Restructuring, Separation and any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses 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, 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 opinions, 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 -26- <PAGE> 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.. 9.2

Liability for Undertaking Certain Actions. Notwithstanding Section section 9.1(a) of this Agreement, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall be jointly and severally responsible for, and shall indemnify and hold FMC DuPont harmless from and against, any IPO Restructuring Taxes that are attributable to, or result from, (i) any action taken by Subsidiary Conoco or any Subsidiary Conoco Affiliate that was prohibited by this Agreement or 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 the Ruling or a Supplemental Ruling, or ruling from any opinions, rulings, agreements or written advice relating to foreign transfersTax Authority) or (ii) the failure by Subsidiary Conoco or any Subsidiary Conoco Affiliate to take any action that Subsidiary Conoco is responsible for taking under this Agreement, the Separation 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 EXHIBIT 10.13 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 action good faith or any negligent act or omission with respect thereto.

Liability for Undertaking Certain Actions. Notwithstanding Section 9.1(a) of this Agreement, Subsidiary Conoco and each Subsidiary Conoco Affiliate shall be jointly and severally responsible for, and shall indemnify and hold FMC DuPont harmless from and against, any IPO Restructuring Taxes that are attributable to, or result from, (i) any action taken by Subsidiary Conoco or any Subsidiary Conoco Affiliate that was prohibited by this Agreement or 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 the Ruling or a Supplemental Ruling, or ruling from any opinions, rulings, agreements or written advice relating to foreign transfersTax Authority) or (ii) the failure by Subsidiary Conoco or any Subsidiary Conoco Affiliate to take any action that Subsidiary Conoco is responsible for taking under this Agreement, the Separation 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 9.1(a8.1(a) of this Agreement, Subsidiary Axcelis Technologies and each Subsidiary Affiliate member of the Axcelis Technologies Group shall be jointly and severally responsible for, and shall indemnify and hold FMC Eaton harmless from and against, any Restructuring Separation Taxes that are attributable to, or result from, (i) any action taken by Subsidiary Axcelis Technologies or any Subsidiary Affiliate member of the Axcelis Technologies Group that was prohibited by this Agreement or was not contemplated by the parties in connection with the Restructuring Separation (including, without limitation, by taking any action not contemplated in connection with obtaining the Ruling or a Supplemental Ruling, or ruling from any opinions, rulings, agreements or written advice relating to foreign transfersTax Authority) or (ii) the failure by Subsidiary Axcelis Technologies or any Subsidiary Affiliate member of the Axcelis Technologies Group to take any action that Subsidiary Axcelis Technologies is responsible for taking under this Agreement, the Master Separation and Distribution Agreement or any other agreement related to the Restructuring 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 Restructuring, Separation and any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.