Common use of Shared Liability for Distribution Tax-Related Losses Clause in Contracts

Shared Liability for Distribution Tax-Related Losses. To the extent that any Distribution Tax-Related Loss is subject to indemnity under both Section 7.05(a) and (b), responsibility for such Distribution Tax-Related Loss shall be shared by EQT and SpinCo according to relative fault as determined by EQT in good faith, it being agreed and understood that any transactions that occurred prior to the External Distribution (including, for the avoidance of doubt, the Rice Merger), any acquisition of any Exchange Debt by a financial institution in connection with the Debt-for-Equity Exchange and any disposition of the Retained Shares by EQT (including pursuant to any Debt-for-Equity Exchange) shall not be taken into account in determining relative fault for any Distribution Tax-Related Loss caused in whole or in part by any action or failure to act following the External Distribution.