Common use of SpinCo Liability Clause in Contracts

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.

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).

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.

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.