Common use of Xxxx Foods Indemnification Clause in Contracts

Xxxx Foods Indemnification. Xxxx Foods shall be liable for and shall indemnify, defend and hold harmless WhiteWave and each WhiteWave 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 Xxxx Foods (or any Xxxx Foods Affiliate) inconsistent with any material, information, covenant or representation related to Xxxx Foods, any Xxxx Foods Affiliate, or the Xxxx Foods 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 Xxxx Foods (or any Xxxx Foods Affiliate) of liability under this Agreement); (B) any action or omission by Xxxx Foods (or any Xxxx Foods 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 Xxxx Foods (or any Xxxx Foods Affiliate); (C) any acquisition of any stock or assets of Xxxx Foods (or any Xxxx Foods Affiliate) by one or more other persons (other than WhiteWave or a WhiteWave Affiliate) prior to or following the Distribution; or (D) any issuance of stock by Xxxx Foods (or any Xxxx Foods Affiliate), including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants; (2) all liability as a result of Treasury Regulation §1.1502-6 or of any comparable provision for Non-Federal Taxes of any person which is or has ever been affiliated with Xxxx Foods or any Xxxx Foods Affiliate or with which Xxxx Foods or any Xxxx Foods Affiliate joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary income Tax Return for any taxable period ending on or before the Deconsolidation Date except to the extent the WhiteWave Group is liable for such Taxes pursuant to Section 4.3(b); (3) all Taxes for any tax period (whether beginning before, on or after the Deconsolidation Date), and any other Losses, attributable to the breach by Xxxx Foods or any Xxxx Foods Affiliate of any representation, warranty, covenant or obligation under this Agreement; (4) all Taxes imposed on either Xxxx Foods or any Xxxx Foods Affiliate or WhiteWave or any WhiteWave Affiliate as a result of the Transactions, including all Taxes (whether federal or state) arising out of or attributable to deferred intercompany transactions recognized as a result of the Transactions, including any tax consequences from the transfer or other movement of assets between the Xxxx Foods Group and WhiteWave Group, but excluding Distribution Taxes; and (5) any Redetermination Amount payable by Xxxx Foods pursuant to the terms of Section 3.9 hereof.

Xxxx Foods Indemnification. Xxxx Foods shall be liable for and shall indemnify, defend and hold harmless WhiteWave and each WhiteWave 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 Xxxx Foods (or any Xxxx Foods Affiliate) inconsistent with any material, information, covenant or representation related to Xxxx Foods, any Xxxx Foods Affiliate, or the Xxxx Foods 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 Xxxx Foods (or any Xxxx Foods Affiliate) of liability under this Agreement); (B) any action or omission by Xxxx Foods (or any Xxxx Foods 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 Xxxx Foods (or any Xxxx Foods Affiliate); (C) any acquisition of any stock or assets of Xxxx Foods (or any Xxxx Foods Affiliate) by one or more other persons (other than WhiteWave or a WhiteWave Affiliate) prior to or following the Distribution; or (D) any issuance of stock by Xxxx Foods (or any Xxxx Foods Affiliate), including any issuance pursuant to the exercise of employee stock options or other employment related arrangements or the exercise of warrants; (2) all liability as a result of Treasury Regulation §1.1502-6 or of any comparable provision for Non-Federal Taxes of any person which is or has ever been affiliated with Xxxx Foods or any Xxxx Foods Affiliate or with which Xxxx Foods or any Xxxx Foods Affiliate joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary income Tax Return for any taxable period ending on or before the Deconsolidation Date except to the extent the WhiteWave Group is liable for such Taxes pursuant to Section 4.3(b); (3) all Taxes for any tax period (whether beginning before, on or after the Deconsolidation Date), and any other Losses, attributable to the breach by Xxxx Foods or any Xxxx Foods Affiliate of any representation, warranty, covenant or obligation under this Agreement; (4) all Taxes imposed on either Xxxx Foods or any Xxxx Foods Affiliate or WhiteWave or any WhiteWave Affiliate as a result of the Transactions, including all Taxes (whether federal or state) arising out of or attributable to deferred intercompany transactions listed on Exhibit A hereto or otherwise recognized as a result of the Transactions, including any tax consequences from the transfer or other movement of assets between the Xxxx Foods Group and WhiteWave Group, but excluding Distribution Taxes; and (5) any Redetermination Amount payable by Xxxx Foods pursuant to the terms of Section 3.9 hereof.