Common use of Tax Indemnity; Prior Agreements; Refunds Clause in Contracts

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, the Alpha Parties shall indemnify, defend, and hold harmless the Generico Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Taxes (including, for the avoidance of doubt, any Alpha Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which New Alpha is liable under Section 2.04. Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha Parties.