Common use of Tax Related Indemnities Clause in Contracts

Tax Related Indemnities. (a) Each member of an Affiliated Subsidiary Group shall indemnify and hold harmless the Cabletron Group and the other Affiliated Subsidiary Groups against any and all Taxes for which it or any member of its Affiliated Subsidiary Group is responsible under this Agreement. Subject to the foregoing, Cabletron shall indemnify and hold the Affiliated Subsidiary Groups harmless against any and all Taxes the Cabletron Group is required to bear under this Agreement, including, without limitation, any liability under section 1.1502-6 of the Treasury Regulations. (b) If (i) for any reason a member of an Affiliated Subsidiary Group or a shareholder of such member is solely responsible for the Distribution of the Subsidiary Group Parent of the Affiliated Subsidiary Group to fail to qualify under section 355 of the Code, or (ii) the stock of such Subsidiary Group Parent is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes such stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2) of the Code, such Affiliated Subsidiary Group shall be responsible for and each member of such Affiliated Subsidiary Group shall indemnify the Cabletron Group and each other Affiliated Subsidiary Group against all Spin Damages relating to such Distribution. (c) If the Distribution of a Subsidiary Group Parent fails to qualify under section 355 of the Code and if such failure is the responsibility of or is by reason of both the Cabletron Group and either a member of the Affiliated Subsidiary Group of such Subsidiary Group Parent or a shareholder of such member then (I) such Affiliated Subsidiary Group shall be responsible for and each member of such Affiliated Subsidiary Group shall indemnify the Cabletron Group and each other Affiliated Subsidiary Group against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) such Affiliated Subsidiary Group's Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary Group's Market Valuation, and (ii) Cabletron's Market Valuation, and (II) Cabletron shall be responsible for and indemnify each Affiliated Subsidiary Group against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) Cabletron's Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary Group's Market Valuation, and (ii) Cabletron's Market Valuation. (d) If (i) for any reason Cabletron is solely responsible for the Distribution of a Subsidiary Group Parent to fail to qualify under section 355 of the Code, or (ii) the stock of Cabletron is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes the stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2) of the Code, Cabletron shall be responsible for and indemnify each Affiliated Subsidiary Group against all Spin Damages relating to such Distribution.

Tax Related Indemnities. (a) Each member of an Affiliated Subsidiary Group Mykrolis shall indemnify and hold harmless the Cabletron Millipore Group and the other Affiliated Subsidiary Groups against any and all Taxes for which it or any member of its Affiliated Subsidiary the Mykrolis Group is responsible under this Agreement. Subject to the foregoing, Cabletron Millipore shall indemnify and hold the Affiliated Subsidiary Groups Mykrolis Group harmless against any and all Taxes the Cabletron Millipore Group is required to bear under this Agreement, including, without limitation, any liability under section 1.1502-6 of the Treasury Regulations. (b) If (i) for any reason a member or members of an Affiliated Subsidiary the Mykrolis Group or a shareholder of such member or members is solely responsible for the Distribution of the Subsidiary Group Parent of the Affiliated Subsidiary Group to fail Distribution's failure to qualify under section 355 of the Code, or (ii) the stock of such Subsidiary Group Parent Mykrolis is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes such stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2361(c)(2) of the Code, such Affiliated Subsidiary the Mykrolis Group shall be responsible for and each member of such Affiliated Subsidiary Group Mykrolis shall indemnify the Cabletron Group and each other Affiliated Subsidiary Millipore Group against all Spin Damages relating to such Distribution. (c) If the Distribution of a Subsidiary Group Parent fails to qualify under section 355 of the Code and if such failure is the responsibility of or is by reason of both the Cabletron Millipore Group and either a member of the Affiliated Subsidiary Mykrolis Group of such Subsidiary Group Parent or a shareholder of such member then (I) such Affiliated Subsidiary the Mykrolis Group shall be responsible for and each member of such Affiliated Subsidiary Group Mykrolis shall indemnify the Cabletron Group and each other Affiliated Subsidiary Millipore Group against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) such Affiliated Subsidiary Group's Mykrolis' Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary Group's Mykrolis' Market Valuation, and (ii) CabletronMillipore's Market Valuation, and (II) Cabletron Millipore shall be responsible for and indemnify each Affiliated Subsidiary Group Mykrolis against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) CabletronMillipore's Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary Group's Mykrolis' Market Valuation, and (ii) Cabletron's Market Valuation. (d) If (i) for any reason Cabletron is solely responsible for the Distribution of a Subsidiary Group Parent to fail to qualify under section 355 of the Code, or (ii) the stock of Cabletron is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes the stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2) of the Code, Cabletron shall be responsible for and indemnify each Affiliated Subsidiary Group against all Spin Damages relating to such Distribution.)

Tax Related Indemnities. (a) Each member of an Affiliated Subsidiary Group MMI shall indemnify and hold harmless the Cabletron Millipore Group and the other Affiliated Subsidiary Groups against any and all Taxes for which it or any member of its Affiliated Subsidiary the MMI Group is responsible under this Agreement. Subject to the foregoing, Cabletron Millipore shall indemnify and hold the Affiliated Subsidiary Groups MMI Group harmless against any and all Taxes the Cabletron Millipore Group is required to bear under this Agreement, including, without limitation, any liability under section 1.1502-6 of the Treasury Regulations. (b) If (i) for any reason a member or members of an Affiliated Subsidiary the MMI Group or a shareholder of such member or members is solely responsible for the Distribution of the Subsidiary Group Parent of the Affiliated Subsidiary Group to fail Distribution's failure to qualify under section 355 of the Code, or (ii) the stock of such Subsidiary Group Parent MMI is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes such stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2361(c)(2) of the Code, such Affiliated Subsidiary the MMI Group shall be responsible for and each member of such Affiliated Subsidiary Group MMI shall indemnify the Cabletron Group and each other Affiliated Subsidiary Millipore Group against all Spin Damages relating to such Distribution. (c) If the Distribution of a Subsidiary Group Parent fails to qualify under section 355 of the Code and if such failure is the responsibility of or is by reason of both the Cabletron Millipore Group and either a member of the Affiliated Subsidiary MMI Group of such Subsidiary Group Parent or a shareholder of such member then (I) such Affiliated Subsidiary the MMI Group shall be responsible for and each member of such Affiliated Subsidiary Group MMI shall indemnify the Cabletron Group and each other Affiliated Subsidiary Millipore Group against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) such Affiliated Subsidiary GroupMMI's Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary GroupMMI's Market Valuation, and (ii) CabletronMillipore's Market Valuation, and (II) Cabletron Millipore shall be responsible for and indemnify each Affiliated Subsidiary Group MMI against a percentage of the Spin Damages relating to such Distribution equal to the quotient of (x) CabletronMillipore's Market Valuation, divided by (y) the sum of (i) such Affiliated Subsidiary GroupMMI's Market Valuation, and (ii) Cabletron's Market Valuation. (d) If (i) for any reason Cabletron is solely responsible for the Distribution of a Subsidiary Group Parent to fail to qualify under section 355 of the Code, or (ii) the stock of Cabletron is acquired by one or more persons, whether directly or indirectly, such that section 355(e) of the Code causes the stock of such Subsidiary Group Parent not to be treated as "qualified property" for purposes of section 355(c)(2) of the Code, Cabletron shall be responsible for and indemnify each Affiliated Subsidiary Group against all Spin Damages relating to such Distribution.)