Common use of CoffeeCo Clause in Contracts

CoffeeCo. The CoffeeCo Group shall be responsible for and shall indemnify and hold ▇▇▇▇ ▇▇▇ and its Affiliates harmless from and against (A) 50% of any Separation Taxes that are not due to any act, failure to act or omission identified in this subsection (b) on the part of any member of the CoffeeCo Group or the ▇▇▇▇ ▇▇▇ Group, or any Separation Tax liability arising out of or in connection with the accuracy of any description of events, facts or circumstances on or prior to the Distribution Date as contained in or made in connection with the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or other Transaction Agreements, including any misrepresentation or omission by ▇▇▇▇ ▇▇▇, CoffeeCo or DutchCo contained in any such document with respect to any period prior to the Distribution, but excluding in each case for this purpose any statement concerning a Party’s plan or intention with respect to actions or operations after the Distribution Date, (B) 100% of all Separation Taxes arising out of, based upon or relating or attributable to any breach by CoffeeCo or DutchCo of any representation, warranty, covenant or obligation contained in this Agreement, any other Transaction Agreement, the Ruling Request, the Ruling Documents, the Tax Opinion, any CoffeeCo Representation Letter, or otherwise made by CoffeeCo or DutchCo in connection with the Separation, but excluding for this purpose the breach of any representations (including those described in Section 4.01(a)(i)) not concerning a Party’s plan or intention with respect to actions or operations after the Distribution Date, and (C) 100% of all Separation Taxes arising from any event post-Distribution involving the stock or assets of DutchCo or CoffeeCo or any of their Affiliates which causes the Distribution to be a Taxable event to ▇▇▇▇ ▇▇▇ as a result of the application of Section 355(e) of the Code or a similar provision of state or local Tax law.

CoffeeCo. The CoffeeCo Group shall be responsible for and shall indemnify and hold ▇▇▇▇ ▇▇▇ Sara Lee and its Affiliates affiliates harmless from and against (A) 50% of any Separation Taxes that are not due to any act, failure to act or omission identified in this subsection (b) on the part of any member of the CoffeeCo Group or the ▇▇▇▇ ▇▇▇ Sara Lee Group, or any Separation Tax liability arising out of or in connection with the accuracy of any description of events, facts or circumstances on or prior to the Distribution Date as contained in or made in connection with the Ruling Request, the Ruling Documents, the Tax Ruling, the Tax Opinion, or other Transaction Agreements, including any misrepresentation or omission by ▇▇▇▇ ▇▇▇Sara Lee, CoffeeCo or DutchCo contained in any such document with respect to any period prior to the Distribution, but excluding in each case for this purpose any statement concerning a Partyparty’s plan or intention with respect to actions or operations after the Distribution Date, (B) 100% of all Separation Taxes arising out of, based upon or relating or attributable to any breach by CoffeeCo or DutchCo of any representation, warranty, covenant or obligation contained in this Agreement, any other Transaction Agreement, the Ruling Request, the Ruling Documents, the Tax Opinion, any CoffeeCo Representation Letter, or otherwise made by CoffeeCo or DutchCo in connection with the Separation, but excluding for this purpose the breach of any representations (including those described in Section 4.01(a)(i)) not concerning a Partyparty’s plan or intention with respect to actions or operations after the Distribution Date, and (C) 100% of all Separation Taxes arising from any event post-Distribution involving the stock or assets of DutchCo or CoffeeCo or any of their Affiliates which causes the Distribution to be a Taxable event to ▇▇▇▇ ▇▇▇ Sara Lee as a result of the application of Section 355(e) of the Code or a similar provision of state or local Tax law.