Common use of TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS Clause in Contracts

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) eLoyalty shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless TSC and the TSC Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by TSC or one or more of the TSC Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any eLoyalty Taxes and (ii) any amount determined to be eLoyalty's liability under Section 3.04. eLoyalty shall be entitled to any refund of or credit for Taxes for which eLoyalty is responsible under this Section 3.03(a). (b) TSC shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless eLoyalty and the eLoyalty Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by eLoyalty or one or more of the eLoyalty Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any TSC Taxes and (ii) any amount determined to be TSC's liability under Section 3.04. TSC shall be entitled to any refund of or credit for Taxes for which TSC is responsible under this Section 3.03(b). (c) Except as set forth in this Agreement, the Reorganization Agreement or any other Operating Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the TSC Group and any member of the eLoyalty Group shall be terminated with respect to the eLoyalty Group as of the Distribution Date.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) eLoyalty VYGP shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless TSC VIGC and the TSC VIGC Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by TSC VIGC or one or more of the TSC VIGC Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any eLoyalty VYGP Taxes and (ii) any amount determined to be eLoyaltyVYGP's liability under Section 3.04. eLoyalty VYGP shall be entitled to any refund of or credit for Taxes for which eLoyalty VYGP is responsible under this Section 3.03(a). (b) TSC VIGC shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless eLoyalty VYGP and the eLoyalty VYGP Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by eLoyalty VYGP or one or more of the eLoyalty VYGP Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any TSC VIGC Taxes and (ii) any amount determined to be TSCVIGC's liability under Section 3.04. TSC VIGC shall be entitled to any refund of or credit for Taxes for which TSC VIGC is responsible under this Section 3.03(b). (c) Except as set forth in this Agreement, the Reorganization Agreement or any other Operating Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the TSC VIGC Group and any member of the eLoyalty VYGP Group shall be terminated with respect to the eLoyalty VYGP Group as of the Distribution Date.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) eLoyalty Combined Specialty shall be liable for and pay, and pursuant to Article XII X of the Reorganization Distribution Agreement shall indemnify, defend, and hold harmless TSC Aon and the TSC Aon Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by TSC Aon or one or more of the TSC Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any eLoyalty Taxes and (ii) any amount determined to be eLoyalty's liability under Section 3.04. eLoyalty shall be entitled to any refund of or credit for Taxes for which eLoyalty is responsible under this Section 3.03(a). (b) TSC shall be liable for and pay, and pursuant to Article XII of the Reorganization Agreement shall indemnify, defend, and hold harmless eLoyalty and the eLoyalty Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by eLoyalty or one or more of the eLoyalty Aon Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any TSC Combined Specialty Taxes (including, for the avoidance of doubt, any Combined Specialty Taxes arising from a redetermination thereof from an audit or examination) and (ii) any amount determined to be TSCCombined Specialty's liability under Section 3.04. TSC Any payment made by Combined Specialty to Aon with respect to any Tax pursuant to this Section 3.03(a) shall be reduced by estimated payments with respect to such Tax previously made to Aon. Combined Specialty shall be entitled to any refund of or credit for Taxes for which TSC Combined Specialty is responsible under this Section 3.03(a); provided, however, that Aon shall be entitled to any refund or credits for Taxes attributable to the 1996 sale of the Life Insurance Company of Virginia. (b) Aon shall be liable for and pay, and pursuant to Article X of the Distribution Agreement shall indemnify, defend, and hold harmless Combined Specialty and the Combined Specialty Indemnified Parties from and against, any and all Losses and Expenses incurred or suffered by Combined Specialty or one or more of the Combined Specialty Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any Aon Taxes (including, for the avoidance of doubt, any Aon Taxes arising from a redetermination thereof from an audit or examination) and (ii) any amount determined to be Aon's liability under Section 3.04. Any payment made by Aon to Combined Specialty with respect to any Tax pursuant to this Section 3.03(b) shall be reduced by estimated payments, if any, with respect to such Tax previously made to Combined Specialty. Aon shall be entitled to any refund of or credit for Taxes for which Aon is responsible under this Section 3.03(b)) and for any refund or credit for Taxes attributable to the 1996 sale of The Life Insurance Company of Virginia. (c) Except as set forth in this Agreement, the Reorganization Distribution Agreement or any other Operating Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the TSC Group Aon Companies, on the one hand, and any member of the eLoyalty Group Combined Specialty Companies, on the other hand, shall be terminated with respect to the eLoyalty Group Combined Specialty Companies as of the Distribution Date.