AUTOMOTIVE INDEMNIFICATION Sample Clauses

AUTOMOTIVE INDEMNIFICATION. Automotive shall be liable for, and shall indemnify, defend and hold harmless each member of the Rockwell Tax Group and each of the respective stockholders, directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing from and against: (i) all Taxes of any member of the Automotive Tax Group (other than Taxes for which Rockwell provides indemnification pursuant to Section 3.01(a)); (ii) all Taxes for any Tax period (whether beginning before, on or after the Distribution Date) that would not have been payable but for the breach by any member of the Automotive Tax Group of any representation, warranty, covenant or obligation under this Agreement; (iii) all liability for a breach by any member of the Automotive Tax Group of any representation, warranty, covenant or obligation under this Agreement; (iv) all Taxes for which Automotive is liable pursuant to Section 3.02; (v) all Taxes arising under any IRS Gain Recognition Agreement specified in Schedule 5.03 or any revised or successor agreement thereto; (vi) all Canadian Income Taxes resulting from any Distribution Transaction; (vii) all Taxes attributable to a Post-Distribution Tax Act; and (viii) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing. Notwithstanding the foregoing, Automotive's liability under Section 3.01(b)(vi) shall not exceed $60 million reduced by (A) any amounts paid after the Distribution Date by Automotive to (and not refunded to Automotive by) the Canadian Tax Authorities in respect of such liability and (B) all amounts paid to Rockwell pursuant to the last sentence of Section 2.02(c).