Common use of Responsibility for Tax-Related Losses Clause in Contracts

Responsibility for Tax-Related Losses. (i) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Match 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, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition after the Distribution of all or a portion of Match’s Capital Stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Match Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors (other than officers or directors of Parent) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, Match stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Match after the Distribution (including, without limitation, any amendment to Match’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Match stock (including, without limitation, through the conversion of one class of Match Capital Stock into another class of Match Capital Stock), or (D) any breach by Match or any Match Affiliate of any covenant contained in Section 4(a)(ii), (iii) or (iv) (regardless whether such act or failure to act is covered by a Private Letter Ruling, Unqualified Tax Opinion or Parent waiver described in Section 4(a)(iv). (ii) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Parent shall be responsible for, and shall indemnify and hold harmless Match and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition after the Distribution of all or a portion of Parent’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent representing a Fifty-Percent or Greater Interest therein, or (C) any breach by Parent or a member of the Parent Group of any covenant contained in Section 4(a)(ii). (iii) To the extent any Tax-Related Loss is subject to indemnification under both Sections 4(c)(i) and (ii), responsibility for such Tax-Related Loss shall be shared by Parent and Match according to relative fault. (A) Notwithstanding anything in Section 4(c)(ii) or (iii) or any other provision of this Agreement to the contrary: (1) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Match (or any member of the Match Group) by any means whatsoever by any Person or any action or failure to act by Match after the Distribution affecting the voting rights of Match, Match 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, one hundred percent (100%) of such Tax-Related Loss; and (2) for purposes of calculating the amount and timing of any Tax-Related Loss for which Match is responsible under this Section 4(c)(iii)(A), Tax-Related Losses shall be calculated by assuming that Parent, the Parent Consolidated Group and each member of the Parent Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year. (B) Notwithstanding anything in Section 4(c)(i) or (iii) or any other provision of this Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Match) and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Parent (or any member of the Parent Group) by any means whatsoever by any Person, Parent shall be responsible for, and shall indemnify and hold harmless Match and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

Responsibility for Tax-Related Losses. (i) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Match NewCo 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, one hundred percent (100%) of any Tax-Related Losses that are to the extent attributable to or result resulting from any one or more of the following: (A) the acquisition after the Distribution of all or a portion of MatchNewCo’s Capital Stock stock and/or its or its subsidiariesSubsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Match NewCo Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors (other than officers or directors of Parent) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, Match NewCo stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Match NewCo after the Distribution (including, without limitation, any amendment to MatchNewCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) , affecting the voting rights of Match NewCo stock (including, without limitation, through the conversion of one class of Match Capital Stock NewCo stock into another class of Match Capital StockNewCo stock)), (D) the inaccuracy of any representation or covenant made by NewCo in any Tax Opinion Documents or Private Letter Ruling Documents, or (DE) any breach by Match NewCo or any Match NewCo Affiliate of any covenant contained in Section 4(a)(ii), (iii) or (iv4(a) (regardless of whether such act or failure to act is covered by a Private Letter Ruling, Unqualified Tax Opinion or Parent waiver described in Section 4(a)(iv)). (ii) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Parent shall be responsible for, and shall indemnify and hold harmless Match NewCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are (A) to the extent attributable to, to or result resulting from any one or more of the following: : (A1) the acquisition after the Distribution of all or a portion of Parent’s stock and/or its assets or its subsidiaries’ the assets of a member of the Parent Group by any means whatsoever by any Person, (B2) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent representing a Fifty-Percent or Greater Interest therein, or (C3) any breach by Parent or a member of the Parent Group of any covenant contained in Section 4(a)(ii) or (B) to the extent not otherwise covered by Sections 4(c)(i), (ii)(A) or (iii) (including Tax-Related Losses resulting from the incorrectness of any Tax Opinion or the revocation of any Private Letter Ruling). (iii) To the extent any Tax-Related Loss is subject to indemnification under both Sections 4(c)(i) and (iiii)(A), responsibility for such Tax-Related Loss shall be shared by Parent and Match NewCo according to relative fault., provided that: (A) Notwithstanding anything in Section 4(c)(ii) or (iii) or any other provision of this Agreement to the contrary: (1) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Match NewCo (or any member of the Match NewCo Group) by any means whatsoever by any Person or any action or failure to act by Match NewCo after the Distribution affecting the voting rights of MatchNewCo, Match NewCo 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, one hundred percent (100%) of such Tax-Related Loss; and. (2) for purposes of calculating the amount and timing of if any Tax-Related Loss for which Match NewCo is responsible under this Section 4(c)(iii)(A) results from an acquisition after the Distribution of (i) a Fifty-Percent or Greater Interest in NewCo by any Person (or Persons treated as one person pursuant to Section 355(e)(4)(C)(i)), or (ii) assets of the NewCo Group having an aggregate fair market value of 50% or more of the fair market value of all assets of the NewCo Group, the amount and timing of such Tax-Related Losses shall Loss shall, in each case, be calculated by assuming that Parent, the Parent Consolidated Group and each member of the Parent Group (I) pay pays Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year period, and (II) have has no Tax Attributes in any relevant taxable yearperiod. (B) Notwithstanding anything in Section 4(c)(i) or (iii) or any other provision of this Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in MatchNewCo) and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Parent (or any member of the Parent Group) by any means whatsoever by any Person, Parent shall be responsible for, and shall indemnify and hold harmless Match NewCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

Responsibility for Tax-Related Losses. (i) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Match NewCo 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, one hundred percent (100%) of any Tax-Related Losses that are to the extent attributable to or result resulting from any one or more of the following: (A) the acquisition after the Distribution of all or a portion of MatchNewCo’s Capital Stock stock and/or its or its subsidiariesSubsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Match NewCo Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors (other than officers or directors of Parent) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, Match NewCo stock representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Match NewCo after the Distribution (including, without limitation, any amendment to MatchNewCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) , affecting the voting rights of Match NewCo stock (including, without limitation, through the conversion of one class of Match Capital Stock NewCo stock into another class of Match Capital StockNewCo stock)), (D) the inaccuracy of any representation or covenant made by NewCo in any Tax Opinion Documents or Private Letter Ruling Documents, or (DE) any breach by Match NewCo or any Match NewCo Affiliate of any covenant contained in Section 4(a)(ii), (iii) or (iv4(a) (regardless of whether such act or failure to act is covered by a Private Letter Ruling, Unqualified Tax Opinion or Parent waiver described in Section 4(a)(iv). (ii) Notwithstanding anything in this Agreement to the contrary, subject to Section 4(c)(iii), in the event of a Distribution, Parent shall be responsible for, and shall indemnify and hold harmless Match and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition after the Distribution of all or a portion of Parent’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other Person or Persons with the implicit or explicit permission of one or more of such officers or directors that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, stock of Parent representing a Fifty-Percent or Greater Interest therein, or (C) any breach by Parent or a member of the Parent Group of any covenant contained in Section 4(a)(ii). (iii) To the extent any Tax-Related Loss is subject to indemnification under both Sections 4(c)(i) and (ii), responsibility for such Tax-Related Loss shall be shared by Parent and Match according to relative fault. (A) Notwithstanding anything in Section 4(c)(ii) or (iii) or any other provision of this Agreement to the contrary: (1) with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Match (or any member of the Match Group) by any means whatsoever by any Person or any action or failure to act by Match after the Distribution affecting the voting rights of Match, Match 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, one hundred percent (100%) of such Tax-Related Loss; and (2) for purposes of calculating the amount and timing of any Tax-Related Loss for which Match is responsible under this Section 4(c)(iii)(A), Tax-Related Losses shall be calculated by assuming that Parent, the Parent Consolidated Group and each member of the Parent Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year. (B) Notwithstanding anything in Section 4(c)(i) or (iii) or any other provision of this Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from the application of Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Match) and (II) any other Tax-Related Loss resulting, in each case, in whole or in part, from an acquisition after the Distribution of any stock or assets of Parent (or any member of the Parent Group) by any means whatsoever by any Person, Parent shall be responsible for, and shall indemnify and hold harmless Match and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.