Common use of Match Liability Clause in Contracts

Match Liability. Match and the members of the Match Group 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 (i) any Taxes imposed with respect to any Combined Return to the extent that Match is responsible for such Taxes pursuant to this Agreement (including any Match Stand-Alone Tax Liability) and any other Taxes imposed with respect to any Tax Return for which any member of the Match Group is responsible pursuant to Section 2(a)(iii), (ii) any Taxes resulting from any breach by Match of any representation or covenant in this Agreement, the Transaction Agreement or any Ancillary Agreement, and (iii) in the event of a Distribution, any Tax-Related Losses for which Match is responsible pursuant to Section 4(c) of this Agreement.