Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) If Covance, or another member of the Covance Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning and each member of the Corning Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance Common Stock (or any other class of outstanding Covance stock) or commences a tender or other purchase offer for the capital stock of Covance upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance Common Stock (or any other class of outstanding Covance stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceExcept as otherwise provided in Section 2.01(b), if CORN, any Foreign Spinco, or another member any of the Covance Group their respective Affiliates (collectively the "Indemnifying Party") ), whether through any of their respective directors, officers, other representatives or otherwise, shall take violate, or cause or permit to be violated, any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either as a result thereof (singly or in combination with other actions of the Distributions Indemnifying Party), the Spinoff or any of the Other Transactions Foreign Spinoffs shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violationTax Treatment, then the Indemnifying Party shall (jointly or and severally) indemnify and hold harmless Corning CPC and each member of the Corning CPC Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party Liabilities (as a result of the failure, including, without limitation, any liability of the Indemnified Party defined in Section 3.01(a) arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide fortherefrom. (b) If, following the six-month anniversary of the Spinoff Date, CORN, any Foreign Spinco or any of their respective Affiliates takes any action or engages in conduct prohibited by, or resulting in the violation of any covenant in, Section 1.02(a) (other than any action or conduct that results in an event described in Section 2.01(c)), and prior to such action or conduct, CORN delivers to CPC (i) a ruling from the IRS in form and substance reasonably satisfactory to CPC, and upon which CPC can rely, to the effect that the proposed action or conduct will not cause the Spinoff or any of the Foreign Spinoffs to fail to qualify for the tax treatment stated in the IRS Ruling or otherwise to be taxable for federal income tax purposes, or (ii) an Opinion of Counsel, Section 2.01(a) will not apply with respect to such action or conduct. (c) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty fifty percent (2050%) or more of Covance the Common Stock (or any other class of outstanding Covance stockcapital stock or other equity interest) of CORN or any Foreign Spinco or commences a tender or other purchase offer for the capital stock or other equity interest of Covance CORN or any Foreign Spinco, upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty fifty percent (2050%) or more of the Covance Common Stock (or any other class of outstanding Covance stockstock or other equity interest) and either of CORN or any Foreign Spinco, and, as a result thereof, the Distributions Spinoff or any of the Other Transactions Foreign Spinoffs shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then Tax Treatment, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders Liabilities (as a result of the failure of either Distribution or the Other Transactions to so qualify. (cdefined in Section 3.01(a)) arising therefrom. The Indemnified Party shall be so indemnified and held harmless under this Section 2.01(a2.01(c) without regard to the fact that whether the Indemnified Party may have has received or delivered to CPC a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified Counsel, and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceCCL, or another member of the Covance CCL Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning and each member of the Corning Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) or commences a tender or other purchase offer for the capital stock of Covance CCL upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceCCL, or another member of the Covance CCL Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions Covance Distribution or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning Covance and each member of the Corning Covance Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning Covance to the extent any shareholder or shareholders of Corning Covance successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) or commences a tender or other purchase offer for the capital stock of Covance CCL upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) and either of the Distributions Covance Distribution or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceCCL, or another member of the Covance CCL Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions CPS Distribution or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning CPS and each member of the Corning CPS Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning CPS to the extent any shareholder or shareholders of Corning CPS successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) or commences a tender or other purchase offer for the capital stock of Covance CCL upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance CCL Common Stock (or any other class of outstanding Covance CCL stock) and either of the Distributions CPS Distribution or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceCPS, or another member of the Covance CPS Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning and each member of the Corning Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance CPS Common Stock (or any other class of outstanding Covance CPS stock) or commences a tender or other purchase offer for the capital stock of Covance CPS upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance CPS Common Stock (or any other class of outstanding Covance CPS stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If CovanceCPS, or another member of the Covance CPS Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning CCL and each member of the Corning CCL Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning CCL to the extent any shareholder or shareholders of Corning CCL successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance CPS Common Stock (or any other class of outstanding Covance CPS stock) or commences a tender or other purchase offer for the capital stock of Covance CPS upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance CPS Common Stock (or any other class of outstanding Covance CPS stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.

Tax Indemnities. (a) If Covance, or another member of the Covance Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning CCL and each member of the Corning CCL Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning CCL to the extent any shareholder or shareholders of Corning CCL successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for. (b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance Common Stock (or any other class of outstanding Covance stock) or commences a tender or other purchase offer for the capital stock of Covance upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance Common Stock (or any other class of outstanding Covance stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify. (c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard to whether an acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article 1.