Common use of Transaction Taxes and Transaction Tax-Related Losses Clause in Contracts

Transaction Taxes and Transaction Tax-Related Losses. (i) Distributing shall be allocated all Transaction Taxes and Transaction Tax-Related Losses other than any Transaction Taxes and Transaction Tax-Related Losses allocated to Controlled pursuant to clause (ii) of this Section 2.2(b). (ii) Controlled shall be allocated any Transaction Taxes and Transaction Tax-Related Losses that (w) result primarily from, individually or in the aggregate, any breach by Controlled of any of its covenants set forth in Section 7.1 hereof, (x) result from the Controlled Stock not being treated as stock of Controlled, or being treated as Section 306 stock within the meaning of Section 306(c) of the Code, for U.S. federal income tax purposes, (y) result from the Liberty Interactive Common Stock, the Liberty Capital Common Stock or the Liberty Starz Common Stock not being treated as stock of Distributing, or being treated as Section 306 stock within the meaning of Section 306(c) of the Code, for U.S. federal income tax purposes, or (z) result from a Controlled Section 355(e) Event; provided, however, that Controlled shall not be allocated any Transaction Taxes and Transaction Tax-Related Losses pursuant to clause (x) or (y) of this Section 2.2(b)(ii) to the extent that such Transaction Taxes or Transaction Tax-Related Losses result primarily from, individually or in the aggregate, any breach by Distributing of any of its covenants set forth in Section 7.1 hereof.