Common use of UpstreamCo Liability Clause in Contracts

UpstreamCo Liability. UpstreamCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, any Taxes which are allocated to UpstreamCo, or for which UpstreamCo is responsible, pursuant to this Article 2.

UpstreamCo Liability. UpstreamCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for: (i) any Tax resulting from a breach by UpstreamCo of any representation or covenant in this Agreement, the Separation and Distribution Agreement or any Taxes which are allocated to UpstreamCo, or Ancillary Agreement; and (ii) any Separation Tax Losses for which UpstreamCo is responsible, responsible pursuant to Section 7.06(a) of this Article 2Agreement.