SpinCo Liability. Spinco shall be liable for, and shall indemnify and hold harmless the Remainco Group from and against (x) any liability for Spinco Taxes, (y) any Distribution Tax-Related Losses for which Spinco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Spinco is responsible pursuant to Section 2.03.
Appears in 4 contracts
Samples: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (International Flavors & Fragrances Inc), Tax Matters Agreement (DuPont De Nemours, Inc.)
SpinCo Liability. Spinco SpinCo shall be liable for, and shall indemnify and hold harmless the Remainco RemainCo Group from and against any and all liability for, Taxes that are allocated to SpinCo under this Section 2 (x) including any liability for Spinco Taxesincrease in such Tax as a result of a Final Determination, (y) and, any Distribution Tax-Related Losses for which Spinco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Spinco is responsible pursuant to Section 2.03specified on Schedule B).
Appears in 2 contracts
Samples: Tax Matters Agreement (Maxeon Solar Technologies, Ltd.), Tax Matters Agreement (Maxeon Solar Technologies, Pte. Ltd.)
SpinCo Liability. Spinco SpinCo shall be liable for, and shall indemnify and hold harmless the Remainco Group RemainCo and its Affiliates and each of its respective officers, directors and employees from and against (x) any and all liability for Spinco Taxesany Tax, (y) liability, all professional fees and court costs imposed in connection with such Tax, and all costs, expenses and damages associated with stockholder litigation or controversies, resulting from any Distribution Tax-Related Losses for act or failure to act by SpinCo or any SpinCo Affiliate which Spinco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Spinco is responsible pursuant to Section 2.03constitutes a Restricted Action.
Appears in 2 contracts
Samples: Tax Matters Agreement (Maxeon Solar Technologies, Ltd.), Tax Matters Agreement (Maxeon Solar Technologies, Pte. Ltd.)
SpinCo Liability. Spinco shall be liable for, and shall indemnify and hold harmless the Remainco Group from and against (x) any liability for Spinco Taxes, Taxes and (y) any Distribution Tax-Related Losses for which Spinco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Spinco is responsible pursuant to Section 2.036.02.
Appears in 2 contracts
Samples: Tax Matters Agreement (Regal Beloit Corp), Tax Matters Agreement (Rexnord Corp)