Common use of Citrix Liability Clause in Contracts

Citrix Liability. Except with respect to Taxes and Tax-Related Losses described in Section 2.01(b), Citrix shall be liable for, and shall indemnify and hold harmless the SpinCo Group and the LogMeIn Group from and against any liability for: (i) Taxes which are allocated to Citrix under this Section 2; (ii) any Tax resulting from a breach of any of Citrix’s covenants in this Agreement, the Separation Agreement, the Merger Agreement or any Ancillary Agreement; (iii) Distribution Taxes and Tax-Related Losses that are not allocated to the LogMeIn Parties pursuant to Section 6.05; (iv) Taxes (other than Distribution Taxes) for any Pre-Distribution Period resulting from, attributable to or arising in connection with the Internal Reorganization; (v) Taxes resulting from any (A) gain recognized under Treasury Regulations § 1.1502-19(b) in connection with an excess loss account with respect to the stock of SpinCo or any member of the SpinCo Group at the time of the Distribution, (B) net deferred gains taken into account under Treasury Regulations § 1.1502-13 (d) associated with deferred intercompany transactions between a SpinCo Group member and a Citrix Group member, and (C) gains described in clause (A) or (B) that are imposed under similar state, local or foreign Law;

Citrix Liability. Except with respect to Taxes and Tax-Related Losses described in Section 2.01(b), Citrix shall be liable for, and shall indemnify and hold harmless the SpinCo Group and the LogMeIn Group from and against any liability for: (i) Taxes which are allocated to Citrix under this Section 2; (ii) any Tax resulting from a breach of any of Citrix’s covenants in this Agreement, the Separation Agreement, the Merger Agreement or any Ancillary Agreement; (iii) Distribution Taxes and Tax-Related Losses that are not allocated to the LogMeIn Parties pursuant to Section 6.05; (iv) Taxes (other than Distribution Taxes) for any Pre-Distribution Period resulting from, attributable to or arising in connection with the Internal Reorganization; (v) Taxes resulting from any (A) gain recognized under Treasury Regulations § 1.1502-19(b) in connection with an excess loss account with respect to the stock of SpinCo or any member of the SpinCo Group at the time of the Distribution, (B) net deferred gains taken into account under Treasury Regulations § 1.1502-13 (d) associated with deferred intercompany transactions between a SpinCo Group member and a Citrix Group member, and (C) gains described in clause (A) or (B) that are imposed under similar state, local or foreign Law;