Common use of Inconsistent Acts and Events Clause in Contracts

Inconsistent Acts and Events. Controlled shall be liable for, and shall indemnify and hold harmless the Distributing Group from and against any liability for, any Covered Transactions Tax (including without limitation reasonable attorney fees and other costs incurred in connection therewith) to the extent arising from (i) any breach by the Controlled Group of the representations or covenants under Section 4, (ii) any Tainting Act (as hereinafter defined) performed by the Controlled Group (whether or not Section 4.02(d) is complied with) and (iii) any Section 355(e) Event with respect to Controlled (whether or not such event is caused by a Tainting Act). A Section 355(e) Event with respect to Controlled means any event, involving the stock of Controlled or assets of the Controlled Group, which causes the Distribution to be a taxable event to Distributing as the result of the application of Section 355(e) of the Code (i.e., the Distribution becomes taxable to Distributing under Section 355(e) and but for the event the Distribution would not have been a taxable event to Distributing under Section 355(e)).