Common use of Inconsistent Acts and Events Clause in Contracts

Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), Ribapharm shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by Ribapharm of the representations or covenants under Section 9, (ii) any Tainting Act performed by Ribapharm, (iii) the inaccuracy of any factual statements or representations made by Ribapharm or to the IRS in connection with the Application for Ruling or an IRS Private Letter Ruling (if issued), and to counsel in connection with any Tax Opinion Submission (if made) or Tax Opinion (if obtained), but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to Ribapharm. A Section 355(e) Event with respect to Ribapharm will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of Ribapharm representing a 50% or greater interest in Ribapharm within the meaning of Section 355(e).

Inconsistent Acts and Events. Notwithstanding the provisions of Section 2.5(a), Ribapharm shall be liable for, and shall indemnify and hold harmless ICN from and against any liability for, any Restructuring Tax to the extent arising from (i) any breach by Ribapharm of the representations or covenants under Section 9, (ii) any Tainting Act performed by Ribapharm, (iii) the inaccuracy of any factual statements or representations made by Ribapharm or to the IRS in connection with the Application for Ruling Ruling, or an IRS Private Letter Ruling (if issued), and to counsel in connection with any Tax Opinion Submission (if made) or Tax Opinion (if obtained), but only to the extent such inaccuracy arises from facts in existence prior to the Distribution Date or (iv) any Section 355(e) Event with respect to Ribapharm. A Section 355(e) Event with respect to Ribapharm will occur if Section 355(e) of the Code applies to the Distribution as a result of one or more persons acquiring directly or indirectly stock of Ribapharm representing a 50% or greater interest in Ribapharm within the meaning of Section 355(e).