Common use of Indemnification for Distribution Taxes Clause in Contracts

Indemnification for Distribution Taxes. If, after the Distribution, a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.1 of this Agreement (other than any such action contemplated in the Separation and Distribution Agreement or related documents), or if there is any direct or indirect acquisition of a Party’s stock, and as a result (a) the Distribution shall fail to qualify as a tax-free distribution to Delta’s stockholders under Section 355(a) of the Code, (b) the Separation or any Internal Distribution shall fail to qualify as a tax-free transaction under Sections 368(a)(1)(D) and/or Section 355 of the Code or (c) the stock of Ultra distributed in the Distribution (or the stock of any Delta Subsidiary or Ultra Subsidiary distributed in any Internal Distribution) shall fail to be treated as qualified property pursuant to Section 355(e) of the Code, then such Party (the “Breaching Party”) shall indemnify and hold harmless the other Party (the “Non-Breaching Party”) and any of its Affiliates against any and all resulting Distribution Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Taxes of Delta stockholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Taxes, whether to a Taxing Authority, to a stockholder or to any other person), unless such Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time; provided, however, that Ultra shall not be obligated to indemnify Delta under this Section 4.2 to the extent that (i) Ultra took such action or entered into such agreement in reliance upon any representation, warranty or covenant made by Delta in the representation letter Delta furnished to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in connection with the Opinion and Delta breached such representation, warranty or covenant, or (ii) the indemnification claim arises from any breached representation, warranty or covenant made by Ultra in its representation letter provided in connection with the Opinion to the extent such representation, warranty or covenant creates a restriction more onerous than the restrictions described in Section 4.1. Subject to the foregoing proviso, the Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.2 without regard to whether an opinion or ruling pertaining to the action pursuant to Section 4.1 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.1 or otherwise.

Indemnification for Distribution Taxes. If, after the Distribution, (i) a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.1 4.2 of this Agreement Agreement; (other than ii) there is a breach by any such action contemplated in the Separation and Distribution Agreement Party of Section 4.1 hereof; or related documents), or if (iii) there is any direct or indirect acquisition of a Party’s stock, stock and as a result (a) the Distribution shall fail fails to qualify as a tax-free distribution to Delta’s stockholders under Code Section 355(a) of the Code, 355; (b) the Separation or any Internal Distribution shall fail to qualify as a tax-free transaction under Sections 368(a)(1)(D) and/or Section 355 of the Code or (c) the stock of Ultra Xxxxxxx Electronics Common Shares distributed in the Distribution (or the stock of any Delta Subsidiary or Ultra Subsidiary distributed in any Internal Distribution) shall fail fails to be treated as qualified property pursuant to Section Code Sections 355(d) or 355(e); or (iii) Xxxxxxx International or Xxxxxxx Electronics otherwise recognizes any gain in connection with the Distribution (including, for the avoidance of doubt, the CodeStock Unification), then such Party (the “Breaching Party”) shall indemnify and hold harmless the other Party (the “Non-Breaching Party”) and any of its Affiliates against any and all resulting Distribution Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Taxes of Delta stockholders Non-Breaching Party’s shareholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Taxes, whether to a Taxing Authority, to a stockholder shareholder or to any other person)) as a result, unless such Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time; provided, however, that Ultra shall not be obligated to indemnify Delta under this Section 4.2 to the extent that (i) Ultra took such action or entered into such agreement in reliance upon any representation, warranty or covenant made by Delta in the representation letter Delta furnished to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in connection with the Opinion and Delta breached such representation, warranty or covenant, or (ii) the indemnification claim arises from any breached representation, warranty or covenant made by Ultra in its representation letter provided in connection with the Opinion to the extent such representation, warranty or covenant creates a restriction more onerous than the restrictions described in Section 4.1. Subject to the foregoing proviso, the The Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.2 4.3 without regard to whether a Post-Distribution Ruling or an opinion or ruling Unqualified Opinion pertaining to the action pursuant to Section 4.1 4.2 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.1 4.2 or otherwise.

Indemnification for Distribution Taxes. If, after the Distribution, a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.1 of this Agreement (other than any such action contemplated in the Master Separation and Distribution Agreement or related documents), or if there is any direct or indirect acquisition of a Party’s stock, and as a result (ai) the Distribution shall fail to qualify as a tax-free distribution to DeltaCSC’s stockholders under Section 355(a) of the Code, (bii) the Separation or any Internal Distribution Reorganization, taken together with the Distribution, shall fail to qualify as a tax-free transaction under reorganization within the meaning of Sections 368(a)(1)(D) and/or Section and 355 of the Code or (ciii) the stock of Ultra Computer Sciences GS distributed in the Distribution (or the stock of any Delta Subsidiary or Ultra Subsidiary distributed in any Internal Distribution) shall fail to be treated as qualified property pursuant to Section 355(e) of the Code, then such Party (the “Breaching Party”) shall indemnify and hold harmless the other Party (the “Non-Breaching Party”) and any of its Affiliates against any and all resulting Distribution Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Taxes of Delta CSC stockholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Taxes, whether to a Taxing Authority, to a stockholder or to any other person)) as a result, unless such Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time; provided, however, that Ultra Computer Sciences GS shall not be obligated to indemnify Delta CSC under this Section 4.2 to the extent that (i) Ultra Computer Sciences GS took such action or entered into such agreement in reliance upon any representation, warranty or covenant made by Delta CSC in the representation letter Delta CSC furnished to Skadden, Arps, Slate, Xxxxxxx Xxxxx & Xxxx Xxxxx LLP in connection with the Opinion and Delta CSC breached such representation, warranty or covenant, covenant or (ii) the indemnification claim arises from any breached representation, warranty or covenant made by Ultra Computer Sciences GS in its representation letter provided in connection with the Opinion to the extent such representation, warranty or covenant creates a restriction more onerous than the restrictions described in Section 4.1. Subject to the foregoing proviso, the Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.2 without regard to whether an opinion or ruling pertaining to the action pursuant to Section 4.1 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.1 or otherwise.

Indemnification for Distribution Taxes. If, after the External Distribution, a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.1 4.2 of this Agreement (other than Agreement, or if there is a breach by any such action contemplated in the Separation and Distribution Agreement or related documents)Party of Section 4.1 hereof, or if there is any direct or indirect acquisition of a Party’s stock (or, in the case of Exelis, Holdings’s stock, or, in the case of Vectrus, Systems’s stock), and as a result (a) the Distribution shall fail to qualify as a tax-free distribution to Delta’s stockholders under Section 355(a) of the Code, (b) the any Separation Taxes are imposed or any Internal Distribution shall fail to qualify as a tax-free transaction under Sections 368(a)(1)(D) and/or Section 355 of the Code or (c) the stock of Ultra distributed in the Distribution (or the stock of any Delta Subsidiary or Ultra Subsidiary distributed in any Internal Distribution) shall fail to be treated as qualified property pursuant to Section 355(e) of the Codeincurred, then such Party (the “Breaching Party”) shall indemnify and hold harmless the other Party (the “Non-Breaching Party”) and any of its Affiliates against any and all resulting Distribution such Separation Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Separation Taxes of Delta stockholders Exelis shareholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Separation Taxes, whether to a Taxing Authority, to a stockholder shareholder or to any other person)) as a result, unless such Separation Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time; provided, however, that Ultra shall not be obligated to indemnify Delta under this Section 4.2 to the extent that (i) Ultra took such action or entered into such agreement in reliance upon any representation, warranty or covenant made by Delta in the representation letter Delta furnished to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in connection with the Opinion and Delta breached such representation, warranty or covenant, or (ii) the indemnification claim arises from any breached representation, warranty or covenant made by Ultra in its representation letter provided in connection with the Opinion to the extent such representation, warranty or covenant creates a restriction more onerous than the restrictions described in Section 4.1. Subject to the foregoing proviso, the The Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.2 4.3 without regard to whether an opinion or ruling pertaining to the action pursuant to Section 4.1 4.2 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.1 4.2 or otherwise.

Indemnification for Distribution Taxes. If, after the External Distribution, a Party or any of its Affiliates takes any action or enters into any agreement to take any action, including any of the Prohibited Acts as defined in Section 4.1 4.2 of this Agreement (other than Agreement, or if there is a breach by any such action contemplated in the Separation and Distribution Agreement or related documents)Party of Section 4.1 hereof, or if there is any direct or indirect acquisition of a Party’s stock (or, in the case of Leidos, Applications’ stock), and as a result (ai) the any Distribution shall fail to qualify as a tax-free distribution to Delta’s stockholders under Section 355(a) 355 of the Code, (b) the Separation or any Internal Distribution shall fail to qualify as a tax-free transaction under Sections 368(a)(1)(D) and/or Section 355 of the Code or (cii) the stock of Ultra distributed in the Distribution (or the stock of any Delta Subsidiary or Ultra Subsidiary New SAIC distributed in any Internal Distribution) Distribution shall fail to be treated as qualified property pursuant to Section 355(d) or 355(e) of the CodeCode or (iii) Leidos or Applications otherwise recognizes any gain in connection with any Distribution (including, for the avoidance of doubt, the related internal transactions and the cash distribution to Leidos from New SAIC following the Internal Distribution described in the Ruling), then such Party (the “Breaching Party”) shall indemnify and hold harmless the other Party (the “Non-Breaching Party”) and any of its Affiliates against any and all resulting Distribution Taxes (and any related Losses) imposed upon or incurred by the Non-Breaching Party or any of its Affiliates (and any Taxes of Delta stockholders Leidos shareholders to the extent the Non-Breaching Party or any of its Affiliates is liable with respect to such Taxes, whether to a Taxing Authority, to a stockholder shareholder or to any other person)) as a result, unless such Taxes would, in any event, have been imposed upon or incurred by the Non-Breaching Party or any or its Affiliates without regard to such actions, breaches or events, as determined at such time; provided, however, that Ultra shall not be obligated to indemnify Delta under this Section 4.2 to the extent that (i) Ultra took such action or entered into such agreement in reliance upon any representation, warranty or covenant made by Delta in the representation letter Delta furnished to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in connection with the Opinion and Delta breached such representation, warranty or covenant, or (ii) the indemnification claim arises from any breached representation, warranty or covenant made by Ultra in its representation letter provided in connection with the Opinion to the extent such representation, warranty or covenant creates a restriction more onerous than the restrictions described in Section 4.1. Subject to the foregoing proviso, the The Non-Breaching Party and any of its Affiliates shall be indemnified and held harmless under this Section 4.2 4.3 without regard to whether an opinion or supplemental ruling pertaining to the action pursuant to Section 4.1 4.2 was obtained, and without regard to whether the Non-Breaching Party gave its consent to such action pursuant to Section 4.1 4.2 or otherwise.