ParentCo Liability Sample Clauses

ParentCo Liability. Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.4(c), ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors, and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (i) the acquisition (other than pursuant to the Separation Transactions) of all or a portion of the stock or assets of ParentCo or a member of the ParentCo Group by any means whatsoever by any Person; (ii) any negotiations, agreements, or arrangements by ParentCo or a member of the ParentCo Group with respect to transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty Percent or Greater Interest in ParentCo or in any Internal Distribution Company; or (iii) any act or failure to act by ParentCo or a member of the ParentCo Group described in Section 6.2 or any breach by ParentCo of its agreement and representation set forth in Section 6.2, limited, in each case, to Tax-Related Losses arising from Taxes of the ParentCo Group for which a SpinCo Entity is found jointly, severally, or secondarily liable pursuant to the provisions of Treasury Regulation Section 1.1502-6 (or similar provisions of Tax Law other than Federal Income Tax Law).