Common use of SpinCo Liability Clause in Contracts

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the XPO Group from and against any liability for: (i) any stamp, sales and use, gross receipts, or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any value-added or goods and services Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the SpinCo Group is the transferee with respect to the relevant transfer; (iii) any Tax (other than Tax-Related Losses) resulting from a breach by SpinCo of any covenant made by SpinCo in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and (iv) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05. The amounts for which SpinCo is liable pursuant to Section 2.05(a)(i), (ii), and (iii) shall include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant Taxes.

SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the XPO IAC Group from and against any liability for: (i) any stamp, sales and use, gross receipts, receipts or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions; (ii) any value-added or goods and services Tax imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the SpinCo Group is the transferee with respect to the relevant transfer; (iii) any Tax (other than Tax-Related Losses) resulting from a breach by SpinCo of any covenant made by SpinCo (or any other member of the SpinCo Group) in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and (iv) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05. The amounts for which SpinCo is liable pursuant to Section Sections 2.05(a)(i), (ii), and (iii) shall include all accounting, legal, legal and other professional fees and court costs incurred in connection with the relevant Taxes.