Common use of Transaction Taxes Clause in Contracts

Transaction Taxes. (a) Subject to Section 2.02(c), Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent in Section 4.01(b) of this Agreement or in the Parent Representation Letter; (ii) any action or omission by an RMT Group member in the Post-Distribution Period that is inconsistent with any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by an RMT Group member in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) Parent shall not be liable for any Transaction Taxes under Section 2.02(a) if such Transaction Taxes would, in any event, have been imposed or incurred without regard to any action or omission by any member of the RMT Group described in Section 2.02(a) and Section 4.02 and as determined at such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes resulting from or arising out of a Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a). (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remit, or cause to be remitted, the amount of such Refund net of any Taxes incurred by such party or any of its Subsidiaries in connection with the Refund, within 30 days, to the party entitled to it under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject Dealer shall be liable, and shall indemnify the ADP Group, for any Transaction Taxes that are attributable to (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 2.02(c4.01 that relates to the Dealer Group; (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in a letter or certificate that is provided by any member of the Dealer Group after the date hereof, and that forms the basis for the Tax Opinions/Rulings; (iii) any act or omission by the Dealer Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or (iv) any other act or omission by the Dealer Group after the date of this Agreement (except for acts disclosed in any Ruling request submitted to the IRS or the CRA prior to the date hereof or required by the Separation Agreement or any of the Ancillary Agreements), Parent including any act or omission that would have resulted in Dealer being in breach of Section 4.02(b) but for the receipt by Dealer of a Ruling from the IRS or the CRA, an Unqualified Tax Opinion or a waiver. (b) ADP shall indemnifybe liable, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against shall indemnify the Dealer Group, for any Transaction Taxes attributable to: : (i) any inaccurate statement or representation of fact, plan fact or intent (or omission to state a material fact) made by Parent (x) in Section 4.01(b4.01 that relates to the ADP Group or (y) of this Agreement or in before the Parent Representation Letter; date hereof and that formed the basis for any Tax Opinions/Rulings; (ii) any action inaccurate statement or representation of fact or intent (or omission by an RMT Group member to state a material fact) in the Post-Distribution Period a letter or certificate that is inconsistent with provided by any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission member of the ADP Group after the date hereof and that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or forms the Weyerhaeuser Representation Letter to basis for the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant partTax Opinions/Rulings; or (iii) any other action act or omission by an RMT the ADP Group member after the date of this Agreement inconsistent with the covenants set forth in the Post-Distribution Period, this Agreement; or (iv) any other than any action act or omission (x) contemplated under except for acts disclosed in any Transaction Document Ruling request submitted to the IRS prior to the date hereof or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made required by Weyerhaeuser in this the Separation Agreement or any of the Weyerhaeuser Representation Letter to Ancillary Agreements) by the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant partADP Group. (c) Parent shall not be liable Liability for any Transaction Taxes under Section 2.02(a) if such Transaction Taxes would, in any event, have been imposed or incurred without regard to any action or omission by any member of the RMT Group described in Section 2.02(aboth paragraphs (a) and Section 4.02 and as determined at such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes resulting from or arising out of a Parent Section 355(e(b) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a). (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled shared by ADP and Dealer according to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remit, or cause to be remitted, the amount of such Refund net of any Taxes incurred by such party or any of its Subsidiaries in connection with the Refund, within 30 days, to the party entitled to it under this Agreementrelative fault. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject Broadridge shall be liable, and shall indemnify the ADP Group, for any Transaction Taxes that are attributable to (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in Section 2.02(c4.01 that relates to the Broadridge Group; (ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in a letter or certificate that is provided by any member of the Broadridge Group after the date hereof, and that forms the basis for the Tax Opinions/Rulings; (iii) any act or omission by the Broadridge Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or (iv) any other act or omission by the Broadridge Group after the date of this Agreement (except for acts disclosed in any Ruling request submitted to the IRS or the CRA prior to the date hereof), Parent including any act or omission that would have resulted in Broadridge being in breach of Section 4.02(b) but for the receipt by Broadridge of a Ruling from the IRS or the CRA, an Unqualified Tax Opinion or a waiver. (b) ADP shall indemnifybe liable, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against shall indemnify the Broadridge Group, for any Transaction Taxes attributable to: : (i) any inaccurate statement or representation of fact, plan fact or intent (or omission to state a material fact) made by Parent (x) in Section 4.01(b4.01 that relates to the ADP Group or (y) of this Agreement or in before the Parent Representation Letter; date hereof and that formed the basis for any Tax Opinions/Rulings; (ii) any action inaccurate statement or representation of fact or intent (or omission by an RMT Group member to state a material fact) in the Post-Distribution Period a letter or certificate that is inconsistent with provided by any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission member of the ADP Group after the date hereof and that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or forms the Weyerhaeuser Representation Letter to basis for the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant partTax Opinions/Rulings; or (iii) any other action act or omission by an RMT the ADP Group member after the date of this Agreement inconsistent with the covenants set forth in the Post-Distribution Period, this Agreement; or (iv) any other than any action act or omission (x) contemplated under except for acts disclosed in any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter Ruling request submitted to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter IRS prior to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iiidate hereof) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant partADP Group. (c) Parent shall not be liable Liability for any Transaction Taxes under Section 2.02(a) if such Transaction Taxes would, in any event, have been imposed or incurred without regard to any action or omission by any member of the RMT Group described in Section 2.02(aboth paragraphs (a) and Section 4.02 and as determined at such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes resulting from or arising out of a Parent Section 355(e(b) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a). (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled shared by ADP and Broadridge according to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remit, or cause to be remitted, the amount of such Refund net of any Taxes incurred by such party or any of its Subsidiaries in connection with the Refund, within 30 days, to the party entitled to it under this Agreementrelative fault. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject to the relative fault provision in Section 2.02(c)) below, each Prothena Group member, jointly and severally, shall indemnify each Parent shall indemnifyGroup member against, defend and hold it harmless Weyerhaeuser from, any Transaction Taxes and each Weyerhaeuser Subsidiary from and against any Third Party Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent Prothena in Section 4.01(b) 4.01 of this Agreement or in the Parent Representation Letter;; and (ii) any action or omission by an RMT Group member in the Post-Distribution Period that is inconsistent with Prothena or any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by an RMT Group member of its Affiliates in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser Parent in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to the relative fault provision in Section 2.02(c)) below, Weyerhaeuser Parent shall indemnifyindemnify each Prothena Group member against, defend and hold it harmless each RMT Group member from from, any Transaction Taxes and against any Third Party Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser Parent in Section 4.01(a) 4.01 of this Agreement or in the Weyerhaeuser Representation Letter;; and (ii) any action or omission by Weyerhaeuser Parent or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser of its Affiliates in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser SubsidiaryPost-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent Prothena in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) Parent shall not be liable If the liability for any Transaction Taxes under Section 2.02(a) if such or Third Party Transaction Taxes would, in arises as a result of or is attributable to (i) any event, have been imposed inaccurate representation or incurred without regard to any action act or omission by any member of the RMT Group described set forth in Section 2.02(a) above and Section 4.02 and as determined at (ii) any other factor or cause that independently or together with the factors or causes set forth in clause (i) above contributes to (or results in) a liability for Transaction Taxes, then such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any liability for Transaction Taxes resulting from or arising out of a and Third Party Transaction Taxes shall be shared by the Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a)Group and the Prothena Group according to relative fault. (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries subsequently receives (or realizes) any such Refund, it shall remitsuch party shall, or cause to be remittedwithin 30 days, remit the amount of such Refund Refund, net of any Taxes incurred by such party (or any member of its Subsidiaries group) in connection with the such Refund, within 30 days, to the party entitled to it such Refund under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject to Section 2.02(c)The Spinco Group shall be responsible for, Parent and shall indemnify, defend indemnify and hold harmless the Weyerhaeuser and each Weyerhaeuser Subsidiary Group from and against against, any Transaction Taxes and Third Party Transaction Taxes (except for Transaction Taxes described in Section 2.04) that are attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent in Section 4.01(b) of this Agreement or in the Parent Representation Letter[Intentionally left blank]; (ii) any inaccurate representation of plan or intent made in the Domtar Letter; (iii) any action or omission by an RMT the Spinco Group member in after the Post-Distribution Period Date that is inconsistent with any covenant made by WRECO or Parent the covenants of the Spinco Group set forth in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iiiiv) any other action or omission by an RMT the Spinco Group member in after the Post-Distribution Period, Date other than any action or omission (x) contemplated required or expressly permitted under any Transaction Document (other than this Agreement) or described in the IRS Ruling, (y) that was taken or omitted in reliance upon any representation, representation or warranty or covenant made by Weyerhaeuser or any Subsidiary of Weyerhaeuser in this Agreement Agreement, the Weyerhaeuser Letter, the Spinco Letter or the Weyerhaeuser Representation Letter Representations to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. part or (bz) Subject relating to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against the issuance or transfer of Spinco Capital Stock to any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter Person to the extent such representation issuance or warranty transfer is incorrect required or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated expressly permitted under any Transaction Document option, right, privilege or (y) that was taken or omitted in reliance upon any representationsimilar instrument existing as of immediately after the Closing Date, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent unless such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) Parent shall not be liable for any Transaction Taxes under Section 2.02(a) if such or Third Party Transaction Taxes would, in any event, have been imposed or incurred without regard to any such action or omission by any member of the RMT Group described in Section 2.02(a) and Section 4.02 and as determined at such time; provided. For the avoidance of doubt, howeverthe Weyerhaeuser Group’s right to be indemnified and held harmless under this Section 2.02(a) shall be determined without regard to whether consent or Satisfactory Guidance was obtained under Section 4.02(c)(i). (b) The Weyerhaeuser Group shall be responsible for, notwithstanding anything and shall indemnify and hold harmless the Spinco Group from and against, any Transaction Taxes and Third Party Transaction Taxes that are attributable to: (i) any inaccurate representation of fact, plan or intent in Section 4.01 made by Weyerhaeuser that relates to the contrary contained Weyerhaeuser Group (and the representations in Section 4.01 shall be deemed, solely for purposes of this Section 2.02(b)(i), to be made both as of the date of this Agreement and as of the Distribution Date); (ii) any inaccurate representation of fact, plan or intent made in the Weyerhaeuser Letter, the Spinco Letter or in the Representations; (iii) any action or omission by the Weyerhaeuser Group after the Distribution Date that is inconsistent with the covenants set forth in this Agreement; or (iv) any other action or omission by the Weyerhaeuser Group (except for actions described in the IRS Ruling). (c) The Weyerhaeuser Group shall be responsible for, Parent and shall indemnify, defend indemnify and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary the Spinco Group, from and against against, any Transaction Taxes resulting from and Third Party Transaction Taxes, for which neither party is responsible pursuant to Section 2.02(a) or arising out of a Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a2.02(b). (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable responsible for any Transaction Taxes shall be entitled to the economic benefit of any Refund refunds, credits or offsets of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remit, or cause to be remitted, the amount of such Refund net of any Taxes incurred by such party or any of its Subsidiaries in connection with the Refund, within 30 days, to the party entitled to it under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject to Section 2.02(c), Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent in Section 4.01(b) of this Agreement or in the Parent Representation Letter; (ii) any action or omission by an RMT Group member in the Post-Distribution Period that is inconsistent with any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by an RMT Group member in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) Parent shall not be liable for any Transaction Taxes under Section 2.02(a) if such Transaction Taxes would, in any event, have been imposed or incurred without regard to any action or omission by any member of the RMT Group described in Section 2.02(a) and Section 4.02 and as determined at such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any Transaction Taxes resulting from or arising out of a Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a). (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remit, or cause to be remitted, the amount of such Refund net of any Taxes incurred by such party or any of its Subsidiaries in connection with the Refund, within 30 days, to the party entitled to it under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d13 (d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject to the relative fault provision in Section 2.02(c)) below, each Prothena Group member, jointly and severally, shall indemnify each Parent shall indemnifyGroup member against, defend and hold it harmless Weyerhaeuser from, any Transaction Taxes and each Weyerhaeuser Subsidiary from and against any Third Party Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent Prothena in Section 4.01(b) 4.01 of this Agreement or in the Parent Prothena Representation Letter;; and (ii) any action or omission by an RMT Group member in the Post-Distribution Period that is inconsistent with Prothena or any covenant made by WRECO or Parent in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by an RMT Group member of its Affiliates in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representationDocument, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (cb) Subject to the relative fault provision in Section 2.02(c) below, Parent shall not be liable for indemnify each Prothena Group member against, and hold it harmless from, any Transaction Taxes under Section 2.02(a) if such and Third Party Transaction Taxes wouldattributable to: (i) any inaccurate representation of fact, plan or intent made by Parent in any event, have been imposed Section 4.01 of this Agreement or incurred without regard to in the Parent Representation Letter; and (ii) any action or omission by Parent or any member of its Affiliates in the RMT Group described Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Prothena in this Agreement or the Prothena Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) If the liability for any Transaction Taxes or Third Party Transaction Taxes arises as a result of or is attributable to (i) any inaccurate representation or any act or omission set forth in Section 2.02(a) above and Section 4.02 and as determined at (ii) any other factor or cause that independently or together with the factors or causes set forth in clause (i) above contributes to (or results in) a liability for Transaction Taxes, then such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any liability for Transaction Taxes resulting from or arising out of a and Third Party Transaction Taxes shall be shared by the Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a)Group and the Prothena Group according to relative fault. (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries subsequently receives (or realizes) any such Refund, it shall remitsuch party shall, or cause to be remittedwithin 30 days, remit the amount of such Refund Refund, net of any Taxes incurred by such party (or any member of its Subsidiaries group) in connection with the such Refund, within 30 days, to the party entitled to it such Refund under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.

Transaction Taxes. (a) Subject to the relative fault provision in Section 2.02(c)) below, each Acquiror Group member, jointly and severally, shall indemnify each Parent shall indemnifyGroup member against, defend and hold it harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against from, any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Parent Acquiror in Section 4.01(b) 4.01 of this Agreement or in the Parent Acquiror Representation Letter; (ii) any action or omission by an RMT Group member Wimbledon or any of its Affiliates in the Post-Distribution Period or by Acquiror, Merger Sub or any of their Affiliates, in each case, that is inconsistent with any covenant made by WRECO any Wimbledon Group member or Parent in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; or (iii) any other action or omission by an RMT Acquiror Pre-Merger Group member in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Weyerhaeuser in this Agreement or the Weyerhaeuser Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (b) Subject to Section 2.02(c), Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes attributable to: (i) any inaccurate representation of fact, plan or intent made by Weyerhaeuser in Section 4.01(a) of this Agreement or in the Weyerhaeuser Representation Letter; (ii) any action or omission by Weyerhaeuser or a Weyerhaeuser Subsidiary that is inconsistent with any covenant made by Weyerhaeuser in this Agreement, including Section 4.02, other than any action or omission that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part; orand (iii) any other action or omission by Weyerhaeuser Wimbledon or a Weyerhaeuser Subsidiaryany of its Affiliates in the Post-Distribution Period or by Acquiror, Merger Sub or any of their Affiliates, in each case, other than any action or omission (x) contemplated under any Transaction Document Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Parent Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part. (c) Parent . For the avoidance of doubt, the Acquiror Group shall not be liable for any Transaction Taxes, including pursuant to Section 2.02(c) below, solely by virtue of (i) Merger Sub’s assumption of the obligations of the Wimbledon Credit Facility upon the Merger, and (ii) Acquiror’s execution, upon the consummation of the Merger, of a guarantee of Merger Sub’s obligations under the Wimbledon Credit Facility, provided that Wimbledon received a Bank Letter that satisfied the condition set forth in Section 5.03(i) of the Transaction Agreement. (b) Subject to the relative fault provision in Section 2.02(c) below, Parent shall indemnify each Acquiror Group member against, and hold it harmless from, any Transaction Taxes under other than any Transaction Taxes for which the Acquiror Group is liable pursuant to Section 2.02(a). (c) if such If the liability for any Transaction Taxes would, in arises as a result of or is attributable to (i) any event, have been imposed inaccurate representation or incurred without regard to any action act or omission by any member of the RMT Group described set forth in Section 2.02(a) above and Section 4.02 and as determined at (ii) any other factor or cause that independently or together with the factors or causes set forth in clause (i) above contributes to (or results in) a liability for Transaction Taxes, then such time; provided, however, notwithstanding anything to the contrary contained in this Agreement, Parent shall indemnify, defend and hold harmless Weyerhaeuser and each Weyerhaeuser Subsidiary from and against any liability for Transaction Taxes resulting from or arising out of a shall be shared by Parent Section 355(e) Event, except for any such event that would not have been so taxable but for Weyerhaeuser’s breach of Section 4.01(a)and the Acquiror Group according to relative fault. (d) Weyerhaeuser shall indemnify, defend and hold harmless each RMT Group member from and against any Transaction Taxes with respect to which neither party is liable under Section 2.02(a) or 2.02(b) above. (e) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party or any of its Subsidiaries receives (or realizes) any such Refund, it shall remitsuch party shall, or cause to be remittedwithin 30 days, remit the amount of such Refund Refund, net of any Taxes incurred by such party (or any member of its Subsidiaries group) in connection with the such Refund, within 30 days, to the party entitled to it such Refund under this Agreement. (f) Notwithstanding anything to the contrary contained in this Agreement, Weyerhaeuser shall be solely responsible for, and shall indemnify, defend and hold harmless Parent and the WRECO Group from and against, any Taxes arising as a result of the Transactions from (i) gain recognized under Treasury Regulation Section 1.1502-19(b) in connection with an excess loss account with respect to the WRECO Capital Stock or the capital stock of any Subsidiary of WRECO, in each case at the time of the WRECO Spin, (ii) net deferred gains taken into account under Treasury Regulation Section 1.1502-13(d) associated with deferred intercompany transactions between a WRECO Group member and a Weyerhaeuser Group member, (iii) any gain recognized under Section 361(b) of the Code as a result of a distribution from WRECO to WNR prior to the WRECO Spin, and (iv) any gains described in clauses (i) through (iii) that are imposed under similar state and local Tax Law.