Common use of SpinCo Liability Clause in Contracts

SpinCo Liability. SpinCo (and its Affiliates) shall be liable for, and shall indemnify and hold harmless VSI (and its Affiliates) from and against any and all liability for: (i) Any Tax resulting from a breach by SpinCo of any covenant or representation in this Agreement or the Separation and Distribution Agreement; and (ii) Any Tax-Related Losses or Tax-Related Loss Contribution for which SpinCo is responsible pursuant to Section 6.5.

SpinCo Liability. SpinCo (and its Affiliates) shall be liable for, and shall indemnify and hold harmless VSI (and its Affiliatesor any Affiliate of VSI, as applicable) from and against any and all liability for: for Taxes that are allocated to SpinCo under this Section 2 (i) Any Tax resulting from including any increase in such Taxes as a breach by SpinCo result of any covenant or representation in this Agreement or the Separation and Distribution Agreement; and (ii) Any Tax-Related Losses or Tax-Related Loss Contribution for which SpinCo is responsible pursuant to Section 6.5a Final Determination).