IAC Liability. IAC shall be liable for, and shall indemnify and hold harmless the New IAC Group from and against any liability for: (i) any Tax (other than Tax-Related Losses or Match Merger-Related Losses) resulting from a breach by New Match of any covenant made by IAC or Match in this Agreement, the Transaction Agreement, or any Ancillary Agreement; and (ii) any Tax-Related Losses or Match Merger-Related Losses, in each case, for which New Match is responsible pursuant to Section 7.03. The amounts for which IAC is liable pursuant to Section 2.05(b)(i) shall include all accounting, legal, and other professional fees and court costs incurred in connection with the relevant Taxes.
Appears in 4 contracts
Sources: Joinder and Reaffirmation Agreement (Match Group, Inc.), Tax Matters Agreement (IAC/InterActiveCorp), Tax Matters Agreement (Match Group, Inc.)