Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From SpinCo agrees to indemnify and after hold harmless, to the Distribution Datefull extent permitted by law, SpinCo each Holder, such Xxxxxx’s Affiliates and their respective officers, directors, employees, advisors, and agents and each member Person who controls (within the meaning of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of Securities Act or the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of themExchange Act) such Persons from and againstagainst any and all losses, without duplicationclaims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) all Tax Liabilities any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including, all SpinCo Tax Liabilitiesincluding any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), Spin-Off Tax Liabilities and Tax-Related Losses or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect required to a Permitted Transaction for which SpinCo is liable file pursuant to Section 4(e)(i))Rule 433(d) under the Securities Act, or (ii) all indemnity payments any omission or alleged omission to state therein a material fact required to made by any member be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the Parent Group pursuant circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to the IAC Tax Sharing Agreement any particular indemnified party in any such case to the extent relating that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to Taxes attributable SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any member liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred any investigation made by any member or on behalf of the Parent Group or SpinCo Group by reason of the breach by SpinCo such Holder or any member indemnified party and shall survive the transfer of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to securities by such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedHolder.

Indemnification by SpinCo. From In addition to any other provisions of this Agreement requiring indemnification and after except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Distribution DateEffective Time, SpinCo shall and each member shall cause the other members of the SpinCo Group shall jointly and severally to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each against any and all Indemnifiable Losses of the RemainCo Indemnitees arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the SpinCo Liabilities, or any failure of SpinCo, any other member of the Parent SpinCo Group and each of or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their respective Representatives and Affiliates (and terms, whether prior to, on or after the heirs, executors, successors and assigns of any of them) from and against, without duplicationEffective Time, (ib) all Tax any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the RemainCo Group pursuant to the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses are caused by any such misstatement or omission or alleged misstatement or omission based upon information that SpinCo or is either furnished to any member of the RemainCo Group by any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, incorporated by reference by any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to member of the RemainCo Group from any filings made by any member of the Parent SpinCo Group with the Commission pursuant to the IAC Tax Sharing Agreement to Securities Act or the extent relating to Taxes attributable to Exchange Act, and then only if that statement or omission was made or occurred after the Effective Time or (c) any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo of any provision of this Agreement or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) andAncillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in each case, which case any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), claims shall be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedmade thereunder.

Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Income Tax Liabilities, Other Tax Liabilities or Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), ) and (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax LiabilitiesIncome Taxes, Other Taxes, Spin-Off Tax Liabilities and other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)Opinion) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any member of the SpinCo Group under this Section 3(b) (or the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any member of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any member of the Parent Group would have been required to pay and bear (or increases, in cash, the amount of a Refund Tax refund to which Parent or any member of the Parent Group would have been entitled) but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo for such Tax Benefit no later than five (5) Business Days days after such Tax Benefit is Actually Realized.

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses (including, for the avoidance of doubt, Taxes) of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common shares of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common stock of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.

Indemnification by SpinCo. From Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally agrees to indemnify, defend and hold harmless Parent the RemainCo Indemnitees from and each member against any and all Losses (including, for the avoidance of doubt, Taxes) of the Parent Group and each RemainCo Indemnitees to the extent arising out of, by reason of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or otherwise in connection with (i) all Tax Liabilities the SpinCo Liabilities, (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that ii) the failure of SpinCo or any other member of the SpinCo Group is responsible for under Section 2 or Section 4 (includingany other Person to pay, without limitation, perform or otherwise promptly discharge any Tax SpinCo Liabilities, Spin-Off Tax Liabilities whether prior to, at or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i))after the Distribution Effective Time, (ii) all indemnity payments required to made by any member of the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any member of the SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling this Agreement or the Tax Opinion Transition Services Agreement, (irrespective of whether Parent made iv) except to the same representation on behalf of, or with respect extent it relates to SpinCo)) and, in each caseRemainCo Liabilities, any related costs and expenses (includingguarantee, without limitationindemnification obligation, reasonable attorneys’ fees and expenses). If surety bond or other credit support agreement, arrangement, commitment or understanding to the indemnification obligation of SpinCo extent discharged or performed by any member of the SpinCo Group under this Section 3(b) (or for the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or benefit of any member of the Parent GroupRemainCo Group that survives the Distribution Effective Time, which would not(v) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Spin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any other filings with the SEC made in connection with the transactions contemplated by this Agreement (but excluding any such Liabilities to the extent relating to information supplied by the Company in writing expressly for inclusion in the Tax which is Spin-Off Registration Statement, the subject related Information Statement or such other -44- filings), (vi) any Liabilities of the indemnification obligation (RemainCo Indemnitees relating to, arising out of or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount resulting from claims by which such Tax Benefit actually reducesany holders of common shares of SpinCo, in cashtheir capacity as such, in connection with the amount of Tax that Parent or Distribution and (vii) any member of SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the Parent Group would have been extent such Taxes constitute SpinCo Indemnified Taxes and in no event shall SpinCo be required to pay indemnify, defend and bear (or increases, in cash, hold the amount of a Refund RemainCo Indemnitees harmless from and against any and all Losses to which Parent or any member of the Parent Group would have been entitled) but for extent such indemnification (or adjustment giving rise Losses relate to such indemnification obligation). Parent shall pay Taxes that are not SpinCo for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Taxes.