Common use of Parent Liability Clause in Contracts

Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for: (i) subject to Section 2.05(b)(iv), any stamp, sales and use, gross receipts, or other transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; (iii) any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement; and (iv) any value-added Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Parent Group is the transferee with respect to the relevant transfer. The amounts for which Parent is liable pursuant to Section 2.05(b)(i), (ii) and (iv) shall include all accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Xxxx Group from and against any liability forfor any: (i) subject to Section 2.05(b)(iv), any stamp, sales and use, gross receipts, or other transfer Taxes (other than value-added Tax, goods and services Tax or similar Tax) imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any Tax resulting from a breach by Parent of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; (iii) any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement; and (iv) any value-added Tax, goods and services Tax or similar Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Parent Group is the transferee with respect to the relevant transfer. The amounts for which Parent is liable pursuant to Section 2.05(b)(i), (ii) and (iv) shall include all reasonable accounting, legal and other professional fees, and court costs incurred in connection with the relevant Taxes.

Parent Liability. Parent shall be liable responsible for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for: (i) subject to Section 2.05(b)(iv), any stamp, sales and use, gross receipts, real property transfer or gains, or other transfer Taxes imposed by any Tax Authority on any member of the Parent 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 member of the Parent Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (iii) any Tax (other than Tax-Related Losses) resulting from a breach by any member of the Parent Group of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;; and (iiiiv) any Tax-Related Losses for which Parent is responsible pursuant to Section 7.05 of this Agreement; and (iv) any value-added Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Parent Group is the transferee with respect to the relevant transfer7.5. The amounts for which Parent is liable pursuant to Section 2.05(b)(i2.5(b)(i), (ii) ), and (iviii) shall include all accounting, legal legal, and other professional fees, fees and court costs incurred in connection with the relevant TaxesTaxes and in connection with enforcing this indemnity.