Common use of TENDER OFFER OR PURCHASE OFFER Clause in Contracts

TENDER OFFER OR PURCHASE OFFER. Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associates acquires Beneficial Ownership of SPINCO common stock (or any other class of outstanding SPINCO stock) or commences a tender or other purchase offer for the capital stock of SPINCO or initiates any other form of transaction to acquire directly or indirectly SPINCO capital stock, upon consummation of which such Person or Group of Affiliated Persons or Associates would acquire Beneficial Ownership of SPINCO common stock (or any other class of outstanding SPINCO stock or equity) and as a result thereof the Distribution or any of the Other Transactions shall fail to or otherwise do not qualify for the tax treatment stated in the IRS Ruling then the Indemnifying Parties shall defend, indemnify and hold harmless the Indemnified Party against any liability for Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by any Indemnified Party and/or its stockholders as a result of such failure.

TENDER OFFER OR PURCHASE OFFER. Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group group of Affiliated Persons or Associates acquires Beneficial Ownership of SPINCO Axcelis Technologies common stock (or any other class of outstanding SPINCO Axcelis Technologies stock) or commences a tender or other purchase offer for the capital stock of SPINCO Axcelis Technologies or initiates any other form of transaction to acquire directly or indirectly SPINCO Axcelis Technologies capital stock, upon consummation of which such Person or Group of Affiliated Persons or Associates would acquire Beneficial Ownership of SPINCO Axcelis Technologies common stock (or any other class of outstanding SPINCO Axcelis Technologies stock or equity) and as a result thereof the Distribution or any of the Other Transactions shall fail fails to or otherwise do does not qualify for the tax treatment stated in the IRS Ruling then the Indemnifying Parties shall defend, indemnify and hold harmless the Indemnified Party against any liability for Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by any Indemnified Party and/or its stockholders shareholders as a result of such failure.

TENDER OFFER OR PURCHASE OFFER. Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associates acquires Beneficial Ownership of SPINCO Vlasic common stock (or any other class of outstanding SPINCO Vlasic stock) or commences a tender or other purchase offer for the capital stock of SPINCO Vlasic or initiates any other form of transaction to acquire directly or indirectly SPINCO Vlasic capital stock, upon consummation of which such Person or Group of Affiliated Persons or Associates would acquire Beneficial Ownership of SPINCO Vlasic common stock (or any other class of outstanding SPINCO stock or equityVlasic stock) and as a result thereof such that the Distribution or any of the Other Transactions shall fail to or otherwise do not qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition, tender or other purchase offer, or other form of transaction, then the Indemnifying Parties shall defend, indemnify and hold harmless the Indemnified Party against any liability for Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by any the Indemnified Party and/or its stockholders shareowners as a result of such failurethe failure of the Distribution or the Other Transactions to so qualify.