Common use of Responsibility for Taxes; Indemnification Clause in Contracts

Responsibility for Taxes; Indemnification. (a) Cryptyde shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco for, (i) any of its taxes for all periods prior to and after the Distribution and (ii) any taxes of the Vinco Group for periods prior to the Distribution to the extent attributable to the Spin-Off Businesses. (b) Vinco shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde for, any of the taxes of the Vinco group other than taxes for which Cryptyde is responsible. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations. (d) For all Tax purposes, Vinco and Cryptyde agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco to Cryptyde or a distribution by Cryptyde to Vinco as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) Cryptyde SG DevCo shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco SG Holdings for, (i) any of its taxes Taxes for all periods prior to and after the Distribution and (ii) any taxes Taxes of the Vinco SG Holdings Group for periods prior to the Pre-Distribution Periods to the extent attributable to the Spin-Off BusinessesBusiness, excluding, for the avoidance of doubt, any Taxes arising as a result of the Distribution (other than Transfer Taxes which shall be governed by Section 2.03). (b) Vinco SG Holdings shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde SG DevCo for, any of the taxes of the Vinco SG Holdings group other than taxes for which Cryptyde SG DevCo is responsibleresponsible pursuant to Section 2.01(a), including, for the avoidance of doubt, any Taxes arising as a result of the Distribution (other than Transfer Taxes which shall be governed by Section 2.03). (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations 2.01 in sufficient detail so as to permit the Indemnifying Party to understand the calculationsand together with reasonable supporting documentation. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations. (d) For all Tax purposes, Vinco SG Holdings and Cryptyde SG DevCo agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco SG Holdings to Cryptyde SG DevCo or a distribution by Cryptyde SG DevCo to Vinco SG Holdings as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable. (f) The determination of the Tax liabilities of SG Holdings and SG DevCo, respectively, shall be made in a manner consistent with the Separation Agreement.

Responsibility for Taxes; Indemnification. (a) Cryptyde shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco for, (i) any of its taxes for all periods prior to and after the Distribution and (ii) any taxes of the Vinco Group for periods prior to the Distribution to the extent attributable to the Spin-Off Businesses. (b) Vinco shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde for, any of the taxes of the Vinco group other than taxes for which Cryptyde is responsible. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations. (d) For all Tax purposes, Vinco and Cryptyde agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco to Cryptyde or a distribution by Cryptyde to Vinco as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable. (f) The determination of the Tax liabilities of Vinco and Cryptyde, respectively, shall be made in a manner consistent with the Separation Agreement.

Responsibility for Taxes; Indemnification. (a) Cryptyde SG DevCo shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco SG Holdings for, (i) any of its taxes Taxes for all periods prior to and after the Distribution and (ii) any taxes Taxes of the Vinco SG Holdings Group for periods prior to the Pre-Distribution Periods to the extent attributable to the Spin-Off BusinessesBusiness, excluding, for the avoidance of doubt, any Taxes arising as a result of the Distribution (other than Transfer Taxes which shall be governed by Section 2.03). (b) Vinco SG Holdings shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde SG DevCo for, any of the taxes of the Vinco group SG Holdings Group other than taxes for which Cryptyde SG DevCo is responsibleresponsible pursuant to Section 2.01(a), including, for the avoidance of doubt, any Taxes arising as a result of the Distribution (other than Transfer Taxes which shall be governed by Section 2.03). (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations 2.01 in sufficient detail so as to permit the Indemnifying Party to understand the calculationsand together with reasonable supporting documentation. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations. (d) For all Tax purposes, Vinco SG Holdings and Cryptyde SG DevCo agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco SG Holdings to Cryptyde SG DevCo or a distribution by Cryptyde SG DevCo to Vinco SG Holdings as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable. (f) The determination of the Tax liabilities of SG Holdings and SG DevCo, respectively, shall be made in a manner consistent with the Separation Agreement.

Responsibility for Taxes; Indemnification. (a) Cryptyde FNF shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco the members of the JAX Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of its taxes for all periods prior to and after the Distribution and members of the FNF Group paid or filed on a separate company basis or on an Affiliated Group basis; (ii) any taxes of the Vinco Group Transaction Taxes; and (iii) all Transfer Taxes; except, in each case, for periods prior to the Distribution to the extent Taxes that arise from or are attributable to the Spin-Off Businessesa Disqualifying Action. (b) Vinco JAX shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde the members of the FNF Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the taxes members of the Vinco group other than taxes for which Cryptyde is responsibleJAX Group not described in Section (a); and (ii) any Taxes that arise from or are attributable to a Disqualifying Action. (c) (If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party (i.e., the Party seeking indemnification) shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) 20 days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) 15 days of receiving such calculations. (d) For all Tax purposes, Vinco the FNF Group and Cryptyde the JAX Group agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco FNF to Cryptyde JAX or a distribution by Cryptyde JAX to Vinco FNF, as the case may be, occurring immediately prior to the Effective Time, Time and (ii) any payment of interest or nonfederal non-federal Taxes by or to a Tax Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable lawLaw. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e(e)), the Indemnified Party receives on a net after-tax basis, the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) Cryptyde FNF shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco the members of the JAX Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of its taxes for all periods prior to and after the Distribution and members of the FNF Group paid or filed on a separate company basis or on an Affiliated Group basis; (ii) any taxes of the Vinco Group Transaction Taxes; and (iii) all Transfer Taxes; except, in each case, for periods prior to the Distribution to the extent Taxes that arise from or are attributable to the Spin-Off Businessesa Disqualifying Action. (b) Vinco JAX shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde the members of the FNF Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the taxes members of the Vinco group other than taxes for which Cryptyde is responsibleJAX Group not described in Section (a); and (ii) any Taxes that arise from or are attributable to a Disqualifying Action. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party (i.e., the Party seeking indemnification) shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) 20 days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) 15 days of receiving such calculations. (d) For all Tax purposes, Vinco the FNF Group and Cryptyde the JAX Group agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco FNF to Cryptyde JAX or a distribution by Cryptyde JAX to Vinco FNF, as the case may be, occurring immediately prior to the Effective Time, Time and (ii) any payment of interest or nonfederal non-federal Taxes by or to a Tax Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable lawLaw. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e(e)), the Indemnified Party receives on a net after-tax basis, the amount it would have received if the indemnity payment was not taxable.

Responsibility for Taxes; Indemnification. (a) Cryptyde shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco for, (i) any of its taxes for all periods prior to and after the Distribution and (ii) any taxes of the Vinco Group for periods prior to the Distribution to the extent attributable to the Spin-Off Businessespackaging and NFT businesses. (b) Vinco shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde for, any of the taxes of the Vinco group other than taxes for which Cryptyde is responsible. (c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations. (d) For all Tax purposes, Vinco and Cryptyde agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco to Cryptyde or a distribution by Cryptyde to Vinco as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal non-federal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law. (e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable. (f) The determination of the Tax liabilities of Vinco and Cryptyde, respectively, shall be made in a manner consistent with the Separation Agreement.