Common use of Otis Liability Clause in Contracts

Otis Liability. Otis shall be liable for, and shall indemnify and hold harmless the UTC Group and the Carrier Group from and against any liability for: (i) any stamp, sales and use, gross receipts, or other transfer Taxes imposed by any Tax Authority on any member of the Otis Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any value-added or goods and services Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Otis Group is the transferee with respect to the relevant transfer; (iii) any Tax (other than Tax-Related Losses and Specified Income Taxes) (A) resulting from a breach by Otis of any covenant made by Otis in this Agreement, the Separation and Distribution Agreement, or any Ancillary Agreement or (B) imposed under Section 965(l)(1) of the Code as a result of Xxxx or any member of the Otis Group becoming an expatriated entity at any time during the ten-year period beginning on December 22, 2017 (within the meaning of Section 965(l) of the Code); and (iv) any Tax-Related Losses and Specified Income Taxes for which Otis is responsible pursuant to Section 7.05. The amounts for which Otis is liable pursuant to Section 2.05(b)(i), (ii), and (iii) shall include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant Taxes.

Otis Liability. Otis shall be liable for, and shall indemnify and hold harmless the UTC Group and the Carrier Group from and against any liability for: (i) any stamp, sales and use, gross receipts, or other transfer Taxes imposed by any Tax Authority on any member of the Otis Xxxx Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any value-added or goods and services Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Otis Xxxx Group is the transferee with respect to the relevant transfer; (iii) any Tax (other than Tax-Related Losses and Specified Income Taxes) (A) resulting from a breach by Otis Xxxx of any covenant made by Otis Xxxx in this Agreement, the Separation and Distribution Agreement, or any Ancillary Agreement or (B) imposed under Section 965(l)(1) of the Code as a result of Xxxx or any member of the Otis Xxxx Group becoming an expatriated entity at any time during the ten-year period beginning on December 22, 2017 (within the meaning of Section 965(l) of the Code); and (iv) any Tax-Related Losses and Specified Income Taxes for which Otis Xxxx is responsible pursuant to Section 7.05. The amounts for which Otis Xxxx is liable pursuant to Section 2.05(b)(i), (ii), and (iii) shall include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant Taxes.