Common use of WhiteWave’s Indemnification Clause in Contracts

WhiteWave’s Indemnification. WhiteWave shall be liable for and shall indemnify, defend and hold harmless Xxxx Foods and each Xxxx Foods Affiliate and each of their respective representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against: (1) any Distribution Taxes, to the extent that such Distribution Taxes are attributable to, caused by, or result from, one or more of the following: (A) any action or omission by WhiteWave (or any WhiteWave Affiliate) that is inconsistent with any written representations of an officer of WhiteWave pursuant to Section 4.2(e) of this Agreement with respect to any material, information, covenant or representation related to WhiteWave, any WhiteWave Affiliate, or the WhiteWave Business in a Representation Letter, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling (for the avoidance of doubt, disclosure of any action or fact that is inconsistent with any material, information, covenant or representation submitted to Tax Counsel, the IRS, or other Tax Authority, as applicable, in connection with a Representation Letter, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling shall not relieve WhiteWave (or any WhiteWave Affiliate) of liability under this Agreement); (B) any action or omission by WhiteWave (or any WhiteWave Affiliate), including a cessation, transfer, or disposition of its active trades or businesses as defined for purposes of Section 355, stock buyback or payment of an extraordinary dividend by WhiteWave (or any WhiteWave Affiliate); (C) any acquisition of any stock or assets of WhiteWave (or any WhiteWave Affiliate) by one or more other persons (other than Xxxx Foods or any Xxxx Foods Affiliate) prior to or following the Distribution; (D) any issuance of stock by WhiteWave (or any WhiteWave Affiliate), including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants or (E) any transfer of WhiteWave Common Stock by the Xxxx Foods Group permitted pursuant to Section 4.6 of the Separation and Distribution Agreement (whether before or after the Distribution) in the event that WhiteWave has breached Section 4.2(c) hereof (for the avoidance of doubt, WhiteWave shall be liable for and shall indemnify, defend and hold harmless Xxxx Foods and each Xxxx Foods Affiliate and each of their respective representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from or arising out of any action or omission described above regardless of whether it is otherwise permitted under the terms of this Agreement); (2) all Taxes for any tax period (whether beginning before, on or after the Deconsolidation Date), and any other Losses, attributable to the breach by WhiteWave or any WhiteWave Affiliate of any representation, warranty, covenant or obligation under this Agreement; and (3) any Redetermination Amount payable by WhiteWave pursuant to the terms of Section 3.9 hereof.

WhiteWave’s Indemnification. WhiteWave shall be liable for and shall indemnify, defend and hold harmless Xxxx Foods and each Xxxx Foods Affiliate and each of their respective representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against: (1) any Distribution Taxes, to the extent that such Distribution Taxes are attributable to, caused by, or result from, one or more of the following: (A) any action or omission by WhiteWave (or any WhiteWave Affiliate) that is inconsistent with any written representations of an officer of WhiteWave pursuant to Section 4.2(e) of this Agreement with respect to any material, information, covenant or representation related to WhiteWave, any WhiteWave Affiliate, or the WhiteWave Business in a Representation Letter, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling (for the avoidance of doubt, disclosure of any action or fact that is inconsistent with any material, information, covenant or representation submitted to Tax Counsel, the IRS, or other Tax Authority, as applicable, in connection with a Representation Letter, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling shall not relieve WhiteWave (or any WhiteWave Affiliate) of liability under this Agreement); (B) any action or omission by WhiteWave (or any WhiteWave Affiliate), including a cessation, transfer, or disposition of its active trades or businesses as defined for purposes of Section 355, stock buyback or payment of an extraordinary dividend by WhiteWave (or any WhiteWave Affiliate); (C) any acquisition of any stock or assets of WhiteWave (or any WhiteWave Affiliate) by one or more other persons (other than Xxxx Foods or any Xxxx Foods Affiliate) prior to or following the Distribution; (D) any issuance of stock by WhiteWave (or any WhiteWave Affiliate), including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants or (E) any transfer of WhiteWave Common Stock by the Xxxx Foods Group permitted pursuant to Section 4.6 of the Separation and Distribution Agreement (whether before or after the Distribution) in the event that WhiteWave has breached Section 4.2(c) hereof (for the avoidance of doubt, WhiteWave shall be liable for and shall indemnify, defend and hold harmless Xxxx Foods and each Xxxx Foods Affiliate and each of their respective representatives and each of the heirs, executors, successors and assigns of any of the foregoing from and against any Distribution Taxes resulting from or arising out of any action or omission described above regardless of whether it is otherwise permitted under the terms of this Agreement); (2) all Taxes for any tax period (whether beginning before, on or after the Deconsolidation Date), and any other Losses, attributable to the breach by WhiteWave or any WhiteWave Affiliate Afilliate of any representation, warranty, covenant or obligation under this Agreement; and (3) any Redetermination Amount payable by WhiteWave pursuant to the terms of Section 3.9 hereof.