Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo 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 Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after the Distribution Dateof a Spinco, except as otherwise provided in Section Sections 3(b) and 3(c), Parent and each member of the Parent Group shall be responsible for and shall jointly and severally indemnify, defend and hold harmless SpinCo such Spinco and each member of the SpinCo its Spinco Group and each of their respective its Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) without duplication, all Tax Liabilities that any member of the Parent Group is responsible for required to pay pursuant to Section 2, and (iii) all Tax LiabilitiesTaxes, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo any Group by reason of the breach by Parent or any a member of the Parent Group of any of Parent’s its representations or covenants hereunder or made in connection with the Private Letter IRS Ruling or (if applicable) and/or the Tax Opinion Opinions and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), and (iv) all Specified Restructuring Income Taxes; provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any a breach by SpinCo a Spinco (or any a member of the SpinCo Group its Group) of any of SpinCo’s its representations or covenants hereunder (including any representations or made in connection with the Private Letter IRS Ruling or (if applicable) and/or the Tax OpinionOpinions; provided, that (x) in the event that an IRS Ruling is not obtained with respect to the Distribution of a Spinco, neither Parent nor such Spinco shall be deemed to make any representations regarding such Distribution in the IRS Ruling Documents, and (y) no Spinco makes any representations regarding any facts that, if untrue, would result in Specified Restructuring Income Taxes (other than representations regarding (1) whether such Spinco is engaged in the active conduct of a trade or business within the meaning of Section 355(b) of the Code, (2) such Spinco’s conduct after the Distribution, and (3) the matters set forth in Section 4(a)(iii) hereof). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the any adjustment giving rise for which Parent is responsible pursuant to such indemnification obligationthis Section 3(a), including any adjustment with respect to a Tax Return for which Parent is responsible pursuant to Section 2(a)(i)) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo a Spinco or any member of the SpinCo such Spinco’s Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo each Spinco receiving such Tax Benefit shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo such Spinco or any member of the SpinCo its Spinco Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo such Spinco or any member of the SpinCo its Spinco Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo Each Spinco receiving the Tax Benefit shall pay Parent for such Tax Benefit no later than five (5) Business Days days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From Parent agrees to indemnify and after hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the Distribution Datemeaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as otherwise such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided in Section 3(b), Parent and each member that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo 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 Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) current prospectus was not provided to the extent that purchaser of Registrable Securities and such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of current prospectus would have cured 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment defect giving rise to such indemnification obligationloss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) results in (i) increased deductions, losses, hereof and prior to the delivery by Parent of any supplement or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) amendment to SpinCo or such prospectus. Parent also agrees to indemnify any member Underwriters of the SpinCo GroupRegistrable Securities, which would not, but for their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification obligation (or the adjustment giving rise to of such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, Large Shareholder provided in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedthis Section 4.1.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend agrees to indemnify and hold harmless SpinCo VPVP and each member Person, if any, who controls VPVP within the meaning of the SpinCo Group Act, against any losses, claims, damages, liabilities or expenses to which VPVP or such controlling person may become subject, under the Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, including the Prospectus, financial statements and each schedules, and all other documents filed as a part thereof, as amended at the time of their respective Representatives effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Affiliates Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (and the heirs“Prospectus”), executors, successors and assigns or any amendment or supplement thereto; (ii) the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them) from and against, without duplication, (i) all Spin-Off Tax Liabilities incurred by any member in light of the Parent Groupcircumstances under which they were made, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and not misleading or (iii) all Tax Liabilitiesany failure of Parent to perform its obligations under this Agreement, Spin-Off Tax Liabilities and Tax-Related Losses shall reimburse VPVP and each such controlling Person for any legal and other expenses as such expenses are reasonably incurred by any member of the Parent Group VPVP or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made such controlling Person in connection with the Private Letter Ruling investigating, defending, settling, compromising or the Tax Opinion andpaying any such loss, in each caseclaim, any related costs and expenses (includingdamage, without limitationliability, reasonable attorneys’ fees and expenses)expense or action; provided, however, that neither Parent nor shall not be liable in any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) such case to the extent that any such indemnification obligation loss, claim, damage, liability or expense arises out of or is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in based upon (i) increased deductionsan untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, losses, the Prospectus or credits, any amendment or supplement of the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Parent by or on behalf of VPVP expressly for use in the Registration Statement or the Prospectus or (ii) decreases the failure of VPVP to comply with the covenants and agreements contained in income, gains Section 6.3 hereof respecting resale of Registrable Shares or recapture of Tax credits (“Tax Benefits”iii) to SpinCo any untrue statement or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount omission of a Refund material fact in any Prospectus that is corrected in any subsequent Prospectus that was delivered to which SpinCo VPVP before the pertinent sale or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedsales by VPVP.

Indemnification by Parent. From and after the Distribution Closing Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group Sellers shall jointly and severally indemnifyindemnify Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) against, defend and hold Purchaser and its Subsidiaries (including the Purchased Companies and their Subsidiaries) harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplicationfrom, (i) all Spin-Off Tax Liabilities incurred by any member Taxes of the Parent Group, Sellers or their Subsidiaries (other than any Taxes described in Section 9.1(b) and any Transaction Taxes allocated to Purchaser pursuant to Section 9.4); (ii) all Tax Liabilities that any member Taxes of the Parent Group is responsible Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period other than Taxes described in Section 9.1(b); (iii) the Taxes of any Person (other than a Seller, its Subsidiaries, the Purchased Companies and their Subsidiaries) for which any of the Purchased Companies and their Subsidiaries had any Liability before the Closing under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise; (iv) any income Taxes attributable to any election made pursuant to Section 2, 9.12; (v) Taxes arising from any breach of any representation or warranty in Section 5.8 of this Agreement; (vi) any Transaction Taxes allocated to Sellers pursuant to Section 9.4; and (iiivii) all Tax Liabilities, Spinreasonable out-Off Tax Liabilities and Taxof-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related pocket costs and expenses expenses, including legal fees, attributable to any item in (including, without limitation, reasonable attorneys’ fees and expensesi) through (v); provided, however, that neither Parent nor any member of the Parent Group and Sellers shall have any no obligation to indemnify, defend indemnify Purchaser or hold harmless its Subsidiaries under any Person pursuant to provision of this Section 3(a) Agreement from and against any Taxes to the extent that such indemnification obligation is otherwise attributable Taxes (x) are accrued as a Liability in the Closing Working Capital as finally determined pursuant to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits2.6, or (iiy) decreases in incomearise as a direct result of any action taken outside of the Ordinary Course (without regard to past practice), gains including the amendment of any Tax Return relating to a Pre-Closing Tax Period, by or recapture at the direction of Tax credits (“Tax Benefits”) to SpinCo Purchaser or any member of its Affiliates after the SpinCo GroupClosing Date, other than any action contemplated by this Agreement or an Ancillary Agreement (which would not, but for action shall include the indemnification obligation (settlement or the adjustment giving rise to such indemnification obligationresolution of any Tax Claim in accordance with Section 9.2), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo 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 Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) without duplication, all Income Tax Liabilities, and Other Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and (iii) all Tax LiabilitiesIncome Taxes and Other Taxes, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund Tax refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after Subject to the Distribution Date, except as otherwise provided limitations set forth in Section 3(b)this ARTICLE VII, Parent and each member of the Parent Group shall jointly and severally indemnify, defend (also an “Indemnifying Party”) agrees to indemnify and hold harmless SpinCo the Target Holders and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”) against and in respect of any and all Damages based upon, arising out of, or otherwise in respect of, or which may be incurred by virtue of them) from and against, without duplication, or result from: (i) the inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement (including all Spin-Off Tax Liabilities incurred schedules and exhibits hereto) or in any certificate delivered by any member of the Parent Group, or Merger Sub hereunder; (ii) any non-fulfillment or breach of any covenant or agreement made by Parent or Merger Sub in this Agreement (including all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, schedules and exhibits hereto); (iii) all Tax Liabilitiesany claim with respect to Taxes imposed on Target, 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 Parent or any member of Merger Sub for periods starting the Parent Group day after the Closing Date (or for the portion of any of Parent’s representations or covenants hereunder or made in connection with period following the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) Closing Date to the extent that a period does not close on such indemnification obligation is otherwise date), except to the extent such Taxes are attributable to any a breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations representation set forth in Section 2.17; or covenants hereunder (including any representations made in d) enforcing the indemnification provided for hereunder. In connection with the Private Letter Ruling or the Tax Opinion). If the any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification obligation of only through, and Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise shall be entitled to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cashdeal exclusively with, the amount Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent shall be deemed to be invalid for all purposes of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedthis ARTICLE VII.

Indemnification by Parent. From and after the Distribution DateClosing (but subject to Section 9.1(a), except as otherwise provided in Section 3(b9.3 and 9.4), Parent shall hold harmless and indemnify each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) Stockholder Indemnitees from and against, without duplicationand shall compensate and reimburse each of the Stockholder Indemnitees for, any Damages that are suffered or incurred by any of the Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are directly or indirectly connected with: (i) all Spin-Off Tax Liabilities incurred any inaccuracy in or breach of any representation or warranty made by Parent and Merger Sub in Section 3 of this Agreement (without giving effect to any member of "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly in such representation or warranty, and without giving effect to any update to the Parent Group, Disclosure delivered by Parent to the Company prior to the Closing); (ii) all Tax Liabilities that any member inaccuracy in or breach of any representation or warranty made by Parent and Merger Sub in Section 3 as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (after having given effect to any updates to the Parent Group is responsible for Disclosure Schedule delivered to the Company prior to the Closing pursuant to Section 24.4(b), and but without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly in such representation or warranty); (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member breach of the Parent Group any covenant or SpinCo Group by reason obligation of the breach by Parent or any member of Merger Sub in this Agreement to be performed prior to the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses Closing (including, without limitation, reasonable attorneys’ fees the covenants set forth in Sections 4 and expenses5); provided, however, that neither Parent nor or (iv) any member Legal Proceeding relating to any inaccuracy or breach of the Parent Group shall have any obligation type referred to indemnify, defend in clause "(i)," "(ii)" or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder "(iii)" above (including any representations made in connection with Legal Proceeding commenced by any Stockholder Indemnitee for the Private Letter Ruling or the Tax Opinion). If the indemnification obligation purpose of Parent or enforcing any member of the Parent Group its rights under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation9), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From Parent will indemnify and after hold harmless Stockholder, its officers, directors, agents, trustees, general partners and each person who controls Stockholder (within the Distribution Datemeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any violation by Parent (or its officers, directors or controlling persons) of any federal or state law, rule or regulation applicable to Parent and relating to any action required or inaction by Parent (or such other person) in connection with or relating to any Xxxxxxxxxxxx Xxxxxxxxx, (xx) any untrue or alleged untrue statement of material fact contained in the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, except in each case insofar as otherwise the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with information with respect to such indemnified party furnished in writing to Parent by such indemnified party or its counsel expressly for use therein. In connection with an underwritten offering, Parent will indemnify the underwriters thereof, their officers, directors, agents, trustees, general partners, and each person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided in above with respect to the indemnification of Stockholder. Notwithstanding the foregoing provisions of this Section 3(b10(a), Parent and each member will not be liable to Stockholder (or any officer, director, agent, trustee or controlling person thereof), any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls Stockholder or underwriter (within the meaning of Section 15 of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member Securities Act or Section 20 of the SpinCo Group and each Exchange Act), under the indemnity agreement in this Section 10(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, (i) all Spin-Off Tax Liabilities incurred by any member Stockholder's or such other person's failure to send or deliver a copy of the Parent Group, (ii) all Tax Liabilities that any member final Prospectus to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the Parent Group is responsible for pursuant to Section 2, and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member sale of the Parent Group or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise Registrable Securities to such indemnification obligation) results person if such statement or omission was corrected in (i) increased deductions, losses, such final Prospectus and Parent had previously furnished copies thereof to Stockholder or credits, or (ii) decreases such other person in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedaccordance with this Agreement.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend agrees to indemnify and hold harmless SpinCo each Holder of Registrable Securities to be included in any Registration Statement, the officers and directors of each such Person, and each member Person, if any, who controls any such Holder within the meaning of either Section 15 of the SpinCo Group and each Securities Act or Section 20 of their respective Representatives and Affiliates the Exchange Act (and the heirseach, executorsa “Participant”), successors and assigns of any of them) from and againstagainst any and all losses, without duplicationclaims, damages and liabilities (i) all Spin-Off Tax Liabilities including the reasonable legal fees and other reasonable expenses actually incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with any suit, action, proceeding, investigation or any claim asserted or threatened) caused by, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or caused by, arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Private Letter Ruling or the Tax Opinion andstatements therein, in each caselight of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any related costs untrue statement or omission or alleged untrue statement or omission made in reliance upon and expenses (including, without limitation, reasonable attorneys’ fees and expenses)in conformity with information relating to any Participant furnished to Parent in writing by or on behalf of such Participant expressly for use therein; provided, however, that neither Parent nor shall not be liable if such untrue statement or omission or alleged untrue statement or omission was contained or made in any member preliminary prospectus and corrected in the Prospectus or any amendment or supplement thereto and the Prospectus does not contain any other untrue statement or omission or alleged untrue statement or omission of a material fact that was the subject matter of the Parent Group shall have related proceeding and any obligation to indemnifysuch loss, defend liability, claim, damage or hold harmless expense suffered or incurred by the Participants resulted from any action, claim or suit by any Person pursuant who purchased Registrable Securities that are the subject thereof from such Participant and it is established in the related proceeding that such Participant had been provided with such Prospectus and failed to this Section 3(adeliver or provide a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member confirmation of the SpinCo Group sale of any of SpinCo’s representations such Registrable Securities sold to such Person unless such failure to deliver or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member provide a copy of the Prospectus (as amended or supplemented) was a result of noncompliance by Parent Group under with this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedAgreement.

Indemnification by Parent. From and after the Distribution Date, except Except as otherwise provided specifically set forth in Section 3(b)any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Parent shall, and each member shall cause the other members of the Parent Group shall jointly and severally to indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) Spinco’s Indemnitees from and againstagainst any and all Indemnifiable Losses arising out of, without duplication, by reason of or otherwise in connection with (i) all Spin-Off Tax the Retained Business Liabilities incurred or the Parent Percentage of any Unallocated Liabilities, (ii) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Parent GroupSpinco Group pursuant to the Securities Act or the Exchange Act, (ii) all Tax 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 are caused by any such misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the Parent Spinco Group is responsible for pursuant to Section 2, and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group incorporated by reason reference by any member of the Spinco Group from any filings made by any member of the Parent Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the Effective Time, or (iii) any breach by Parent or any member of the Parent Group of any provision of Parent’s representations this Agreement or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion andany Ancillary 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); provided, however, that neither Parent nor any such indemnification claims shall be made thereunder. The fact another member of the Parent Group has Assumed a Liability covered by this indemnification shall have any not limit or preclude Parent’s obligation with respect to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group Liability under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedAgreement.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group Surviving Company shall ------------------------- jointly and severally indemnify, defend to the full extent permitted by law, each Shareholder and hold harmless SpinCo its officers, directors and constituent partners and each member person who controls such Shareholder (within the meaning of the SpinCo Group and each of their respective Representatives and Affiliates (Securities Act and the heirsExchange Act) against all losses, executorsclaims, successors damages, liabilities and assigns expenses (or actions in respect thereof) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus relating to the registration of such Shareholder's Parent Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in conformity with any information furnished in writing to Parent by or on behalf of such Shareholder or other indemnified person expressly for use therein or caused by such Shareholder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished such Shareholder with a sufficient number of copies of the same or by the breach by any indemnified person of any of them) from its obligations under this Section 10.1. Subject to the provisions of Section 10.1(f), Parent will reimburse each Shareholder and againstits officers, without duplicationdirectors, (i) all Spin-Off Tax Liabilities constituent partners and controlling persons for any reasonable legal and other expenses as incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions for which such person is entitled to indemnification hereunder. In connection with an underwritten offering, Parent will indemnify the Private Letter Ruling or underwriters and their officers, directors, constituent partners and each person who controls such underwriters (within the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member meaning of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(aSecurities Act and the Exchange Act) to the same extent that such as provided above with respect to the indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedShareholders.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Subject to Section 3(b)8.5, Parent and each member of the Parent Group shall jointly and severally Surviving Corporation agree to indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group Stockholders, its directors, officers, employees, agents, advisors and each of their respective Representatives Affiliates and, prior to but not after Closing, the Company, its directors, officers, employees, agents, advisors and Affiliates (and collectively, the heirs, executors, successors and assigns of any of them"Stockholders Indemnitees") from and against any and all Damages asserted against, without duplicationrelating to, (i) all Spin-Off Tax Liabilities imposed upon, suffered or incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made Stockholder Indemnitees in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person enforcing their indemnification rights pursuant to this Section 3(a8.3 by reason of or resulting from (a) to the extent that such indemnification obligation is otherwise attributable to any untrue representation of, or breach by SpinCo of warranty by, Parent or Merger Subsidiary in any member part of the SpinCo Group this Agreement, (b) any nonfulfillment of any of SpinCo’s representations covenant, agreement or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation undertaking of Parent or Merger Subsidiary in any member part of this Agreement; (c) any liability of the Parent Group under this Section 3(a) (or Surviving Corporation arising out of the adjustment giving rise to such indemnification obligation) results in (i) increased deductionsoperation of the Surviving Corporation, losses, or credits, or (ii) decreases in income, gains or recapture any Subsidiary of Tax credits (“Tax Benefits”) to SpinCo the Surviving Corporation or any member of their respective businesses after the Closing Date; (d) any Liabilities for Taxes of the SpinCo GroupSurviving Corporation, which would notany Subsidiary of the Surviving Corporation or any respective predecessor in interest with respect to any tax period or part thereof beginning after the Closing Date; (e) any Product Liability Claim or other third party claim relating to the Surviving Corporation or any Subsidiary of the Surviving Corporation, but for arising from acts, events, conditions or circumstances occurring after the indemnification obligation Closing Date; (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent f) the amount by which such Tax Benefit actually reduces, in cash, any payment made to Dissenting Stockholders pursuant to DGCL is less than the amount of Tax that SpinCo or any member Merger Consideration per share of the SpinCo Group would have Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, and (g) any positive Purchase Price Adjustment that has not been required paid pursuant to pay Section 1.8(b) and bear 1.10(d) (or increases, in cash, the amount of a Refund to which SpinCo or any member each of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise above shall be referred to such indemnification obligationherein as the "Parent's Indemnification Liability"). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after Without limiting any other rights that the Distribution DateIssuer may have hereunder or under Applicable Law, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of hereby agrees to indemnify the SpinCo Group Issuer and each of their respective Representatives its directors, officers, members, managers, employees and Affiliates agents (and each of the heirsforegoing Persons being individually called an “Indemnified Party”), executorsforthwith on demand, successors and assigns of any of them) from and againstagainst any and all damages, without duplicationlosses, (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Groupclaims, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2judgments, liabilities 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (includingexpenses, without limitation, including reasonable attorneys’ fees and expenses)expenses (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of any breach of representation or warranty by the Parent under this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which it is a party, the failure of the Parent to observe or perform its obligations under this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which it is party or arising out of claims asserted against an Indemnified Party relating to the transactions contemplated in this Purchase and Sale Agreement or any other Transaction Document or Principal Document to which the Parent is a party or the use of proceeds herefrom or therefrom; provided, however, that neither Parent nor the foregoing shall exclude any member indemnification to any Indemnified Party (a) resulting from gross negligence, willful misconduct, fraud or acts of bad faith on the part of such Indemnified Party if the Indemnified Party was not an Affiliate of the Parent Group shall have at such time, (b) that has the effect of imposing on the Parent any obligation to indemnifyrecourse liability for Royalty Payments or Replacement Royalty Payments, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member if any, because of the SpinCo Group insolvency or other creditworthiness problems of any Inspire, or other third party licensee, or the insufficiency of SpinCo’s representations or covenants hereunder the Available Collections Amount (including any representations made in connection taken together with the Private Letter Ruling Interest Reserve Account and the Capital Account), whether as a result of the amount of cash flow arising from sales of the Subject Products or otherwise, unless resulting from the Tax Opinion). If the indemnification obligation of Parent or any member failure of the Parent Group to perform its obligations under this Purchase and Sale Agreement, (c) subject to Section 3(a9.11, for normal and customary expenses incurred in the ordinary course of business in the administration of this Purchase and Sale Agreement and any of the other Transaction Documents or Principal Documents to which it is party, (d) (or for the adjustment giving rise repayment of the Notes pursuant to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture the Indenture unless resulting from the failure of Tax credits (“Tax Benefits”) the Parent to SpinCo perform its obligations under this Purchase and Sale Agreement or any member of the SpinCo Group, which would not, but for the indemnification obligation (other Transaction Documents or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund Principal Documents to which SpinCo it is party and (e) for any special, indirect, consequential or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedpunitive damages.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend agrees to indemnify and hold harmless SpinCo VPVP and each member Person, if any, who controls VPVP within the meaning of the SpinCo Group Act, against any losses, claims, damages, liabilities or expenses to which VPVP or such controlling person may become subject, under the Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, including the Prospectus, financial statements and each schedules, and all other documents filed as a part thereof, as amended at the time of their respective Representatives effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434 of the Rules and Affiliates Regulations, or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (and the heirs"Prospectus"), executors, successors and assigns or any amendment or supplement thereto; (ii) the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them) from and against, without duplication, (i) all Spin-Off Tax Liabilities incurred by any member in light of the Parent Groupcircumstances under which they were made, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and not misleading or (iii) all Tax Liabilitiesany failure of Parent to perform its obligations under this Agreement, Spin-Off Tax Liabilities and Tax-Related Losses shall reimburse VPVP and each such controlling Person for any legal and other expenses as such expenses are reasonably incurred by any member of the Parent Group VPVP or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made such controlling Person in connection with the Private Letter Ruling investigating, defending, settling, compromising or the Tax Opinion andpaying any such loss, in each caseclaim, any related costs and expenses (includingdamage, without limitationliability, reasonable attorneys’ fees and expenses)expense or action; provided, however, that neither Parent nor shall not be liable in any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) such case to the extent that any such indemnification obligation loss, claim, damage, liability or expense arises out of or is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in based upon (i) increased deductionsan untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, losses, the Prospectus or credits, any amendment or supplement of the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to Parent by or on behalf of VPVP expressly for use in the Registration Statement or the Prospectus or (ii) decreases the failure of VPVP to comply with the covenants and agreements contained in income, gains Section 6.3 hereof respecting resale of Registrable Shares or recapture of Tax credits (“Tax Benefits”iii) to SpinCo any untrue statement or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount omission of a Refund material fact in any Prospectus that is corrected in any subsequent Prospectus that was delivered to which SpinCo VPVP before the pertinent sale or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedsales by VPVP.

Indemnification by Parent. From and after the Distribution DateEffective Time (but subject to Section 8.1(a), except as otherwise provided in this Section 3(b8.3, Section 8.4 and Section 9.11), Parent shall hold harmless and indemnify each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) Stockholder Indemnitees from and against, without duplicationand shall compensate and reimburse each of the Stockholder Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Stockholder Indemnitees or to which any of the Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim), and which arise from or as a result of, or are directly or indirectly connected with: (i) all Spin-Off Tax Liabilities any inaccuracy in or breach of any representation or warranty set forth in Section 3 or in any certificate delivered at Closing by an officer of Parent or Merger Sub (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to the Parent Disclosure Schedule and any update thereto delivered by Parent to the Company prior to the Closing); (ii) any breach of any covenant or obligation of Parent or Merger Sub (including the covenants set forth in Section 4); (iii) any activities of any Parent Company of the type described in Section 3.26 engaged in by such Parent Company prior to the Closing Date; or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Stockholder Indemnitee for the purpose of enforcing any of its rights under this Section 8. For purposes of measuring the Damages suffered or incurred by any member the Stockholder Indemnitees pursuant to this Section 8.3, the Stockholders' percentage ownership in Parent Common Stock as of the Effective Time shall be multiplied by the actual damages to Parent Grouprelating to clauses (i), (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and (iii) all Tax Liabilitiesabove. Notwithstanding the foregoing, Spin-Off Tax Liabilities and Tax-Related Losses incurred the maximum aggregate liability of Parent pursuant to this Section 8 (other than Damages determined by any member a court of competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall not exceed $1,630,000. The Stockholders' Representatives shall give Parent prompt notice of the Parent Group or SpinCo Group by reason of the breach by Parent or any member of the Parent Group commencement of any of Parent’s representations or covenants hereunder or made in connection with such Legal Proceeding against the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses)Stockholders; provided, however, that neither Parent nor any member failure on the part of the Stockholders' Representatives to so notify Parent Group shall have not limit any obligation to indemnify, defend or hold harmless any Person pursuant to of the obligations of Parent under this Section 3(a) 8 (except to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member failure materially prejudices the defense 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 Opinionsuch Legal Proceeding). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after the Distribution Date(i) Parent shall defend, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend indemnify and hold the APAR Holders harmless SpinCo from and each member against and in respect of any and all actual losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorney fees, incurred directly by the SpinCo Group and each APAR Holders (hereinafter “APAR Holders Losses”) arising out of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns any breach of any of them) from the representations and againstwarranties contained in Sections 4.1, without duplication4.2, (i) all Spin-Off Tax Liabilities incurred by 4.3, 4.4, 4.6, 4.10 and 4.13 hereof. The APAR Holders shall give Parent prompt written notice of any member third party claim which may give rise to any indemnity obligation under this Section 6.5(b), together with the estimated amount of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2such claim, and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of Parent shall have the Parent Group or SpinCo Group by reason of right to assume the breach by Parent or any member of the Parent Group defense of any such claim through counsel of its own choosing, by so notifying the APAR Holders within 60 days of receipt of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses)written notice; provided, however, that neither Parent’s counsel shall be reasonably satisfactory to the APAR Holders. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If any APAR Holder desires to participate in any such defense assumed by Parent nor such APAR Holder may do so at their own individual sole cost and expense. If Parent declines to assume any member such defense, it shall be liable for all costs and expenses of defending such claim incurred by the APAR Holders, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the Parent Group other party, which shall have not be unreasonably withheld, settle, compromise or offer to settle or compromise any obligation to indemnifysuch claim or demand on a basis which would result in the imposition of a consent order, defend injunction or hold harmless any Person pursuant to this Section 3(a) to decree which would restrict the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo future activity or conduct of the other party or any member Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the SpinCo Group other party for any liability arising out of any of SpinCo’s representations such claim or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizeddemand.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Subject to Section 3(b)8.5, Parent and each member of the Parent Group shall jointly and severally Surviving Corporation agree to indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group Stockholders, its directors, officers, employees, agents, advisors and each of their respective Representatives Affiliates and, prior to but not after Closing, the Company, its directors, officers, employees, agents, advisors and Affiliates (and collectively, the heirs, executors, successors and assigns of any of them“Stockholders Indemnitees”) from and against any and all Damages asserted against, without duplicationrelating to, (i) all Spin-Off Tax Liabilities imposed upon, suffered or incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made Stockholder Indemnitees in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person enforcing their indemnification rights pursuant to this Section 3(a8.3 by reason of or resulting from (a) to the extent that such indemnification obligation is otherwise attributable to any untrue representation of, or breach by SpinCo of warranty by, Parent or Merger Subsidiary in any member part of the SpinCo Group this Agreement, (b) any nonfulfillment of any of SpinCo’s representations covenant, agreement or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation undertaking of Parent or Merger Subsidiary in any member part of this Agreement; (c) any liability of the Parent Group under this Section 3(a) (or Surviving Corporation arising out of the adjustment giving rise to such indemnification obligation) results in (i) increased deductionsoperation of the Surviving Corporation, losses, or credits, or (ii) decreases in income, gains or recapture any Subsidiary of Tax credits (“Tax Benefits”) to SpinCo the Surviving Corporation or any member of their respective businesses after the Closing Date; (d) any Liabilities for Taxes of the SpinCo GroupSurviving Corporation, which would notany Subsidiary of the Surviving Corporation or any respective predecessor in interest with respect to any tax period or part thereof beginning after the Closing Date; (e) any Product Liability Claim or other third party claim relating to the Surviving Corporation or any Subsidiary of the Surviving Corporation, but for arising from acts, events, conditions or circumstances occurring after the indemnification obligation Closing Date; (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent f) the amount by which such Tax Benefit actually reduces, in cash, any payment made to Dissenting Stockholders pursuant to DGCL is less than the amount of Tax that SpinCo or any member Merger Consideration per share of the SpinCo Group would have Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, and (g) any positive Purchase Price Adjustment that has not been required paid pursuant to pay Section 1.8(b) and bear 1.10(d) (or increases, in cash, the amount of a Refund to which SpinCo or any member each of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise above shall be referred to such indemnification obligationherein as the “Parent’s Indemnification Liability”). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend will indemnify and hold harmless SpinCo Stockholder, its officers, directors, agents, trustees, general partners and each member person who controls Stockholder (within the meaning of Section 15 of the SpinCo Group Securities Act or Section 20 of the Exchange Act), against all losses, claims, damages, liabilities and each expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or based upon (i) all Spin-Off Tax Liabilities incurred any violation by Parent (or its officers, directors or controlling persons) of any member of the federal or state law, rule or regulation applicable to Parent Groupand relating to any action required or inaction by Parent (or such other person) in connection with or relating to any Registration Statement, (ii) all Tax Liabilities that any member untrue or alleged untrue statement of material fact contained in the Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the Parent Group is responsible for pursuant to Section 2foregoing, and or (iii) all Tax Liabilitiesany omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member in light of the circumstances then existing) not misleading, except in each case insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with information with respect to such indemnified party furnished in writing to Parent Group by such indemnified party or SpinCo Group by reason its counsel expressly for use therein. In connection with an underwritten offering, Parent will indemnify the underwriters thereof, their officers, directors, agents, trustees, general partners, and each person who controls such underwriters (within the meaning of Section 15 of the breach by Parent Securities Act or any member Section 20 of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(aExchange Act) to the same extent that such as provided above with respect to the indemnification obligation is otherwise attributable of Stockholder. Notwithstanding the foregoing provisions of this Section 10(a), Parent will not be liable to any breach by SpinCo Stockholder (or any member officer, director, agent, trustee or controlling person thereof), any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls Stockholder or underwriter (within the meaning of Section 15 of the SpinCo Group of any of SpinCo’s representations Securities Act or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member Section 20 of the Parent Group Exchange Act), under the indemnity agreement in this Section 3(a10(a) for any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense that arises out of Stockholder's or such other person's failure to send or deliver a copy of the adjustment giving rise final Prospectus to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such indemnification obligation) results person if such statement or omission was corrected in (i) increased deductions, losses, such final Prospectus and Parent had previously furnished copies thereof to Stockholder or credits, or (ii) decreases such other person in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedaccordance with this Agreement.

Indemnification by Parent. From Subject to the limitations set forth in this Article X, from and after the Distribution Date, except as otherwise provided in Section 3(b)Effective Time, Parent shall hold harmless and indemnify each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) Stockholder Indemnitees from and against, without duplicationand shall compensate and reimburse each of the Stockholder Indemnitees for, (i) all Spin-Off Tax Liabilities any Damages which are suffered or incurred by any member of the Parent Group, (ii) all Tax Liabilities that Stockholder Indemnitees or to which any member of the Parent Group is responsible for pursuant Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to Section 2any third-party claim) and which arise from or as a result of, and or are connected with: (iiia) all Tax Liabilitiesany misrepresentation in, Spin-Off Tax Liabilities and Tax-Related Losses incurred by inaccuracy in or breach of any member of the Parent Group representation or SpinCo Group by reason of the breach by Parent warranty set forth in this Agreement or any member of agreement, certificate or instrument furnished or to be furnished to the Parent Group of any of Parent’s representations Company or covenants hereunder the Stockholders' Agent pursuant hereto or made in connection with the Private Letter Ruling transactions contemplated hereby; (b) any breach of any covenant or obligation of Parent or Merger Sub (including the Tax Opinion and, covenants set forth in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesArticle V); provided, however, that neither Parent nor or (c) any member Legal Proceeding relating to any inaccuracy or breach of the Parent Group shall have type referred to in clause (a) or (b) above (including any obligation Legal Proceeding commenced by any Stockholder Indemnitee for the purpose of enforcing any of its rights under this Article X). Any amount of Damages required to indemnify, defend or hold harmless any Person be indemnified pursuant to this Section 3(a) 10.3 shall be deemed, to the extent that such permitted by law, an adjustment in the Merger Consideration. Any claims for indemnification obligation is otherwise attributable pursuant to any breach this Section 10.3 shall be made by SpinCo or any member of the SpinCo Group Stockholders' Agent on behalf of any of SpinCo’s representations or covenants hereunder (including Stockholder Indemnitee. The Stockholder Indemnitees may not make any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the claim for indemnification obligation of Parent or any member of the Parent Group under this pursuant to Section 3(a10.3(a) (or except for claims with respect to Sections 4.1, 4.2(a) and 4.4) until the adjustment giving rise aggregate Damages incurred by the Stockholder Indemnitees for which indemnification may be sought exceeds $750,000, at which point the Stockholder Indemnitees shall only be entitled to such seek indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedDamages exceed $750,000.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend agrees to indemnify and hold harmless SpinCo each Holder of Registrable Securities, its officers, directors, agents, trustees, stockholders, beneficiaries and each member person who controls such Holder (within the meaning of Section 15 of the SpinCo Group Securities Act or Section 20 of the Exchange Act), against all losses, claims, damages, liabilities and each expenses (including reasonable attorneys' fees, disbursements and expenses) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, or based upon (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 violation by Parent (or any member of the Parent Group its officers, directors, employees, agents, representatives or controlling persons) of any of Parent’s representations Federal or covenants hereunder state law, rule or made regulation applicable to Parent and relating to any action or inaction by Parent (or such other person) in connection with the Private Letter Ruling offer and sale of Registrable Securities (ii) any untrue or alleged untrue statement of material fact contained in the Tax Opinion andRegistration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member light of the circumstances then existing) not misleading, except in each case insofar as the same arise out of or are based upon any such untrue statement or omission made in reliance on and in conformity with information with respect to such indemnified party furnished in writing to Parent Group shall have any obligation to indemnifyby such indemnified party expressly for use therein. In connection with an underwritten offering, defend Parent will indemnify the underwriters thereof, their officers, directors, agents, trustees, stockholders and each person who controls such underwriters (within the meaning of Section 15 of the Securities Act or hold harmless any Person pursuant to this Section 3(a20 of the Exchange Act) to the same extent that such as provided above with respect to the indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group Holders of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedRegistrable Securities.

Indemnification by Parent. From and after Parent shall, or shall cause the Distribution Daterelevant Seller to, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group Buyer and each of their respective Representatives Buyer’s successors, assigns and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against any Losses attributable to (i) all Spin-Off Tax Liabilities incurred by any member notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Parent GroupDisclosure Schedule, any Taxes of the Companies or the Subsidiaries (including any Taxes of the Companies and the Subsidiaries attributable to a transaction undertaken pursuant to the Step Plan) with respect to any taxable period ending on or prior to the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date, (ii) all any liability (whether arising under Treasury Regulation Section 1.1502-6 or under any comparable provision of state, local or foreign Tax Liabilities Law, or arising by Contract (excluding Contracts executed in the ordinary course of business that any member customarily include Tax provisions, but do not primarily relate to Taxes (e.g., leases and credit agreements)), or as a transferee or successor, or otherwise) of the Companies or the Subsidiaries for Taxes of any Person other than a Company or a Subsidiary, with respect to taxable periods ending on or prior to the Closing Date or with respect to the portion of a Straddle Period that ends on the Closing Date, (iii) any failure by Parent Group or its Affiliates to comply with any of its obligations pursuant to this Section 5.6; (iv) any sales, use, transfer, intangible, recordation, documentary, stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the purchase and sale of the Purchased Shares and Specified Individual Shares contemplated by this Agreement, for which Parent is responsible for pursuant to Section 2, and 11.10; (iiiv) all Tax Liabilities, Spin-Off any refund reflected in Final Accrued Tax Liabilities and Taxon the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized at the time that a claim is made under this clause (v), are reflected in Estimated Accrued Tax Liabilities on the Estimated Closing Statement) that is not received (either in cash or through the allowance of a credit that is available (whether or not actually availed of) to reduce Taxes otherwise payable) by Buyer or any of its Affiliates within the one-Related Losses incurred by any member year period following the Closing Date; (vi) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Parent Group or SpinCo Group by reason Disclosure Schedule, any Taxes of the breach by Parent Companies or any member of the Parent Group Subsidiaries attributable to the inclusion of any item of Parent’s representations income or covenants hereunder or made in connection with the Private Letter Ruling gain in, or the Tax Opinion andexclusion of any item of deduction from, taxable income for any taxable period beginning after the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that begins on the day after the Closing Date, in each casecase as a result of any transaction, procedure, agreement or other action undertaken pursuant to Section 5.6(l) of the Disclosure Schedule, if, in the absence of such transaction, procedure, agreement or other action, such item of income or gain would otherwise have been included in, or such item of deduction would otherwise have been excluded from, any related costs taxable period ending on or prior to the Closing Date or allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date; and expenses (including, without limitation, reasonable attorneys’ fees vii) any Taxes of the Companies or the Subsidiaries attributable to any prepaid amounts received on or prior to the Closing Date to the extent such amounts (x) have not been included in taxable income on or prior to the Closing Date and expenses)(y) are not reflected as a liability in Final Net Working Capital on the Final Closing Statement; provided, however, that neither Parent nor any member of the Parent Group shall have any such obligation to indemnify, defend or and hold harmless shall not apply with respect to any Person Taxes that (A) except as provided under clause (v) above, are reflected in Final Accrued Tax Liabilities on the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized, are reflected in Estimated Accrued Tax Liabilities on the estimated Closing Statement), or (B) are Taxes for which Buyer has an obligation to indemnify pursuant to Section 5.6(i). Any payment made pursuant to this Section 3(a5.6(h) to shall be adjusted as necessary if the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of Final Accrued Tax Liabilities are different from 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 Estimated Accrued Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedLiabilities.

Indemnification by Parent. From and after the Distribution Dateof a Spinco, except as otherwise provided in Section Sections 3(b) and 3(c), Parent and each member of the Parent Group shall be responsible for and shall jointly and severally indemnify, defend and hold harmless SpinCo such Spinco and each member of the SpinCo its Spinco Group and each of their respective its Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) without duplication, all Tax Liabilities that any member of the Parent Group is responsible for required to pay pursuant to Section 2, and (iii) all Tax LiabilitiesTaxes, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo any Group by reason of the breach by Parent or any a member of the Parent Group of any of Parent’s its representations or covenants hereunder or made in connection with the Private Letter IRS Ruling or (if applicable) and/or the Tax Opinion Opinions and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), and (iv) all Specified Restructuring Income Taxes; provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any a breach by SpinCo a Spinco (or any a member of the SpinCo Group its Group) of any of SpinCo’s its representations or covenants hereunder (including any representations or made in connection with the Private Letter IRS Ruling or (if applicable) and/or the Tax OpinionOpinions; provided further, that (x) in the event that an IRS Ruling is not obtained with respect to the Distribution of a Spinco, neither Parent nor such Spinco shall be deemed to make any representations regarding such Distribution in the IRS Ruling Documents, and (y) no Spinco makes any representations regarding any facts that, if untrue, would result in Specified Restructuring Income Taxes (other than representations regarding (1) whether such Spinco is engaged in the active conduct of a trade or business within the meaning of Section 355(b) of the Code, (2) such Spinco’s conduct after the Distribution, and (3) the matters set forth in Section 4(a)(iii) hereof). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the any adjustment giving rise for which Parent is responsible pursuant to such indemnification obligationthis Section 3(a), including any adjustment with respect to a Tax Return for which Parent is responsible pursuant to Section 2(a)(i)) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo a Spinco or any member of the SpinCo such Spinco’s Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo each Spinco receiving such Tax Benefit shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo such Spinco or any member of the SpinCo its Spinco Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo such Spinco or any member of the SpinCo its Spinco Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo Each Spinco receiving the Tax Benefit shall pay Parent for such Tax Benefit no later than five (5) Business Days days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after the Distribution DateClosing, except as otherwise provided in Section 3(b)and subject to the limitations herein, Parent and each member of the Parent Group shall jointly and severally indemnify, defend indemnify and hold harmless SpinCo each MOAC Stockholder and each member of the SpinCo Group and each of their his or its respective Representatives and Affiliates (and the heirsshareholders, executorspartners, directors, officers, employees, agents, Affiliates, successors and assigns of any of them(each a “Company Indemnified Person” and, collectively, the “Company Indemnified Persons”) from for, from, and against, without duplicationand pay and reimburse each Company Indemnified Person for, all Losses (i) all Spin-Off Tax Liabilities incurred by any member arising out of the breach of any representation or warranty of Parent Groupor Sub contained in or made pursuant to this Agreement (except as provided in this last sentence of this subsection (c)), (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 arising out of the breach by Parent or Sub, or the failure by Parent, Sub or Surviving Corporation to perform, any member of the Parent Group of covenants or other agreements contained in this Agreement or any of other agreement executed by Parent’s representations , Sub or covenants hereunder or made Surviving Corporation in connection with this Agreement to be performed by Parent, Sub or Surviving Corporation prior to, at or after the Private Letter Ruling Closing or (iii) arising out any claim brought by a stockholder of Parent (other than a party issued Parent Common Stock pursuant to this Agreement) relating to the Merger, other than any of the following claims, for which Parent will have no duty to indemnify any Company Indemnified Person: any claim arising in connection with fraud, intentional tortious conduct or an allegation that either of the Companies or any officer, director, stockholder or employee of either of the Companies provided information in Companies Disclosure Schedules or the Tax Opinion and, Revised Companies Disclosure Schedule or information used in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member or in the preparation of the Proxy Statement which contained any untrue statement of a material fact or which omitted any material fact necessary in order to make such statements not misleading. Notwithstanding anything to the contrary herein, Parent Group shall not have any obligation to indemnify Xxxxxx X. Xxxxxxx (“Xxxxxxx”) or Xxxxxx Investments Limited with respect to any breach of the representations set forth in Section 4.9 hereof. No stockholder of MOAC other than the MOAC Stockholders shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise Agreement to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or indemnify any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedIndemnified Person.

Indemnification by Parent. From and after (a) Subject to the Distribution Date, except as otherwise provided in limitations of Section 3(b)9.3(b) hereof, Parent agrees to indemnify in full holders of Company Capital Stock, Qualified Options and each member Qualified Warrants immediately prior to the Effective Time and their respective officers, directors, employees, agents and subsidiaries (collectively, the “Holder Indemnified Parties”) and hold them harmless from and against any Losses which any of the Parent Group shall jointly and severally indemnifyHolder Indemnified Parties may suffer, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates sustain or become subject to, arising from or relating to (and the heirs, executors, successors and assigns i) any inaccuracy or misrepresentation in or breach of any of them) from the representations and against, without duplication, (i) all Spin-Off Tax Liabilities incurred by any member warranties of the Parent Group, contained in this Agreement or other Related Documents or (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant breach of, or failure to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each caseperform, any related costs and expenses covenant of Parent contained in this Agreement (includingcollectively, without limitation, reasonable attorneys’ fees and expenses); the “Holder Losses”) provided, however, that neither Parent nor Holder Losses shall not include any member of the Parent Group shall have any obligation to indemnifyamount for “punitive”, defend “consequential” or hold harmless any Person pursuant to this Section 3(a) “special damages” or damages for “lost profits” except to the extent that (x) a Claim alleges such indemnification obligation forms of damages, (y) a Holder Indemnified Party is otherwise attributable deemed responsible therefor pursuant to any breach by SpinCo or any member of such Claim and (z) the SpinCo Group responsible Holder Indemnified Party incurs Losses as a result thereof. The calculation of any of SpinCo’s representations or covenants hereunder such Holder Loss will reflect (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(aA) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of any Tax that SpinCo benefit actually recognized by the Holder Indemnified Parties for the United States federal and state income Tax purposes in the year in which such Holder Loss is suffered or any member incurred and which is determined by the applicably Holder Indemnified Party’s Tax Return preparers to be without material risk of the SpinCo Group would have been required to pay being disallowed upon audit and bear (or increases, in cash, B) the amount of any insurance proceeds received by the Holder Indemnified Party in respect of such Holder Loss. For purposes of (A) above, a Refund Tax benefit is “actually realized” if it can be utilized to reduce such Holder Indemnified Party’s Tax liability with respect to the Tax year in which SpinCo the Holder Loss is suffered or any member incurred, and, for the avoidance of doubt, the SpinCo Group would have been entitled) but mere incurring or increase in a capital or net operating loss or similar Tax asset, without a resulting reduction in Tax in that year, will not be deemed a Tax benefit for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedpurposes of this provisions.

Indemnification by Parent. From (a) Subject to the provisions of this Article X, effective as of and after the Distribution Date, except as otherwise provided in Section 3(b)Closing, Parent and each member of the Parent Group shall jointly and severally indemnify, defend indemnify and hold harmless SpinCo Purchaser and each member of the SpinCo Group and each of their respective Representatives and its Affiliates (and collectively, the heirs, executors, successors and assigns of any of them“Purchaser Indemnified Parties”) from and against, without duplication, against any and all Losses actually incurred or suffered by any of the Purchaser Indemnified Parties (i) all Spin-Off Tax Liabilities incurred by to the extent arising out of or resulting from any member breach of the any covenant or agreement of Parent Groupcontained in this Agreement, (ii) all Tax which are Liabilities that of, or to the extent arising out of or relating to, the Retained Business, whether any member of the Parent Group such Liability arises before or after Closing, is responsible for pursuant to Section 2known or unknown, and or contingent or accrued, except, in each case, as otherwise set forth in this Agreement, (iii) all Tax Liabilitieswhich are Taxes, Spinand any reasonable costs related thereto, (A) imposed on or in connection with any step taken in the Pre-Off Tax Liabilities and Tax-Related Losses incurred Closing Restructuring or any action taken by any member of the Parent Group or SpinCo Group Transferred Entity pursuant to Section 5.7 or Section 5.8 (for the absence of doubt, to the extent such Taxes are for a taxable period or portion thereof ending on or before the Closing Date) or (B) reportable on a Parent Tax Return, (iv) from any claims brought by reason a third party against Purchaser, any of the breach Transferred Entities or any of their respective Affiliates to the extent resulting from the Parent Group’s continued use of any Business Names or ServiceMaster Names following the Closing, whether or not in compliance with Section 5.13 and (v) from any derivative, direct or other Actions brought by or on behalf of Parent stockholders, whether or not relating to the Transferred Entities or the Business, against any member of the Parent Group relating to or resulting from the entry into this Agreement or the transactions contemplated hereby or relating to the reports, schedules, forms, statements and other documents filed by Parent with, or furnished to, the SEC, or in respect of any fluctuations in the stock price of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after Subject to the Distribution Date, except as otherwise provided in provisions of this Section 3(b)------------------------- 8.1, Parent and each member of the Parent Group shall jointly and severally agrees to indemnify, defend defend, protect and hold harmless SpinCo and each member of the SpinCo Group and each shareholders of their respective Representatives and Affiliates the Company (and the heirs, executors, successors and assigns of any of them"SHAREHOLDER INDEMNITEES") from and against, without duplication, against any and all Damages incurred or suffered by such Shareholder Indemnitees as a result of or incident to (i) all Spin-Off Tax Liabilities incurred by any member breach of any representation or warranty of Parent or Merger Sub set forth herein or in any certificate or other document delivered in connection herewith as of the Parent Groupdate made (as such representation or warranty would read if all qualifications as to knowledge and materiality were deleted from it) with respect to which a claim for indemnification is brought by such Shareholder Indemnitees within the applicable survival period, if any, described in Section 8.1(b), (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group breach or SpinCo Group by reason of the breach nonfulfillment by Parent or Merger Sub, or any member noncompliance by Parent or Merger Sub with, any covenant, agreement, or obligation of Parent contained herein or in any certificate or other document delivered in connection herewith as of the date made (the "SHAREHOLDER DAMAGES"). Parent Group of shall reimburse the Shareholder Indemnitees for any of Parent’s representations or covenants hereunder or Shareholder Damages to which this Section 8.1 relates only if a claim for indemnification is made by the Shareholder Indemnitees within the survival period described in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesSection 8.1(b); provided, however, that neither the aggregate ----------------- liability of Parent nor shall not exceed $10,000,000. Notwithstanding anything to the contrary in this Agreement, Parent shall not have any member liability for the Taxes of any shareholder of the Company resulting from the failure of the transaction effected through the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code, except that Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this be liable for breaches of the representations and warranties contained in Section 3(a) 3.9 hereof to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made set forth in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation8.1(h), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after Parent shall, or shall cause the Distribution Daterelevant Seller to, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group Buyer and each of their respective Representatives Buyer’s successors, assigns and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against, without duplication, against any Losses attributable to (i) all Spin-Off Tax Liabilities incurred by any member notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Parent GroupDisclosure Schedule, any Taxes of the Companies or the Subsidiaries (including any Taxes of the Companies and the Subsidiaries attributable to a transaction undertaken pursuant to the Step Plan) with respect to any taxable period ending on or prior to the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date, (ii) all any liability (whether arising under Treasury Regulation Section 1.1502-6 or under any comparable provision of state, local or foreign Tax Liabilities Law, or arising by Contract (excluding Contracts executed in the ordinary course of business that any member customarily include Tax provisions, but do not primarily relate to Taxes (e.g., leases and credit agreements)), or as a transferee or successor, or otherwise) of the Companies or the Subsidiaries for Taxes of any Person other than a Company or a Subsidiary, with respect to taxable periods ending on or prior to the Closing Date or with respect to the portion of a Straddle Period that ends on the Closing Date, (iii) any failure by Parent Group or its Affiliates to comply with any of its obligations pursuant to this Section 5.6; (iv) any sales, use, transfer, intangible, recordation, documentary, stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the purchase and sale of the Purchased Shares and Specified Individual Shares contemplated by this Agreement, for which Parent is responsible for pursuant to Section 2, and 11.10; (iiiv) all Tax Liabilities, Spin-Off any refund reflected in Final Accrued Tax Liabilities and Taxon the Final #88810454v1 Closing Statement (or, if the Final Closing Statement has not yet been finalized at the time that a claim is made under this clause (v), are reflected in Estimated Accrued Tax Liabilities on the Estimated Closing Statement) that is not received (either in cash or through the allowance of a credit that is available (whether or not actually availed of) to reduce Taxes otherwise payable) by Buyer or any of its Affiliates within the one-Related Losses incurred by any member year period following the Closing Date; (vi) notwithstanding anything to the contrary in Section 5.6(l) or Section 5.6(l) of the Parent Group or SpinCo Group by reason Disclosure Schedule, any Taxes of the breach by Parent Companies or any member of the Parent Group Subsidiaries attributable to the inclusion of any item of Parent’s representations income or covenants hereunder or made in connection with the Private Letter Ruling gain in, or the Tax Opinion andexclusion of any item of deduction from, taxable income for any taxable period beginning after the Closing Date or that are allocable (under Section 5.6(c)) to the portion of a Straddle Period that begins on the day after the Closing Date, in each casecase as a result of any transaction, procedure, agreement or other action undertaken pursuant to Section 5.6(l) of the Disclosure Schedule, if, in the absence of such transaction, procedure, agreement or other action, such item of income or gain would otherwise have been included in, or such item of deduction would otherwise have been excluded from, any related costs taxable period ending on or prior to the Closing Date or allocable (under Section 5.6(c)) to the portion of a Straddle Period that ends on the Closing Date; and expenses (including, without limitation, reasonable attorneys’ fees vii) any Taxes of the Companies or the Subsidiaries attributable to any prepaid amounts received on or prior to the Closing Date to the extent such amounts (x) have not been included in taxable income on or prior to the Closing Date and expenses)(y) are not reflected as a liability in Final Net Working Capital on the Final Closing Statement; provided, however, that neither Parent nor any member of the Parent Group shall have any such obligation to indemnify, defend or and hold harmless shall not apply with respect to any Person Taxes that (A) except as provided under clause (v) above, are reflected in Final Accrued Tax Liabilities on the Final Closing Statement (or, if the Final Closing Statement has not yet been finalized, are reflected in Estimated Accrued Tax Liabilities on the estimated Closing Statement), or (B) are Taxes for which Buyer has an obligation to indemnify pursuant to Section 5.6(i). Any payment made pursuant to this Section 3(a5.6(h) to shall be adjusted as necessary if the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of Final Accrued Tax Liabilities are different from 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 Estimated Accrued Tax Opinion). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedLiabilities.

Indemnification by Parent. From and after the Distribution Closing Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend indemnify and hold harmless SpinCo and each member of the SpinCo Group and Fully-Diluted Stockholders, each of their respective Representatives directors, officers, employees and Affiliates (agents, and each of the heirs, executors, successors and assigns of any of themthe foregoing (collectively, the “Stockholder Indemnified Parties”) from and againstagainst any and all Losses incurred by, without duplication, suffered by or asserted against any of the Stockholder Indemnified Parties in connection with or arising from (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or Merger Sub of its covenants and agreements contained herein or (ii) any member breach by Parent or Merger Sub of the Parent Group of any of Parent’s its representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses)warranties contained herein; provided, howeverthat for purposes of this clause (ii), if any such representation or warranty is qualified by materiality, Parent Material Adverse Effect, the word “material” or by words of similar impact, such qualification or exceptions will, in all respects be ignored and deemed not included in such representation or warranty; provided that neither (A) Parent nor any member of shall be required to indemnify the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person Stockholder Indemnified Parties pursuant to this Section 3(a8.3(ii) only to the extent that such indemnification obligation is otherwise attributable the aggregate Losses indemnifiable pursuant to any breach by SpinCo or any member Section 8.3(ii) exceed the Threshold (provided, that once the aggregate Losses exceed the Threshold, Parent shall be liable for the payment of all Losses from the first dollar thereof and not merely the amounts in excess of the SpinCo Group Threshold), (B) Parent shall not be required to indemnify the Seller Indemnified Parties pursuant to Section 8.3 in an aggregate amount in excess of $32,000,000 and (C) any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the claim for indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) 8.3 must be made prior to the General Claim Termination Date; provided, further, that the limitations described in Section 8.3 (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligationA), (B) and (C) shall not apply to any Losses resulting from fraud or intentional misrepresentation of Parent. To the extent that the Parent’s undertakings set forth in this Section 8.3 may be allowableunenforceable, then SpinCo Parent shall pay Parent contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedStockholder Indemnified Parties.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend agrees to indemnify and hold harmless SpinCo and each member of the SpinCo Group Stockholder Representative, the Equityholders and each of their respective Representatives Affiliates, directors, officers, employees, members, managers and Affiliates (agents and each Person who controls the heirs, executors, successors and assigns of Stockholder Representative or any of them) the Equityholders within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Legal Requirements, from and againstagainst any Losses to which they or any of them may become subject insofar as such Losses (or actions in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof or any preliminary, without duplicationfinal or summary Prospectus or Free Writing Prospectus included in the Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iy) all Spin-Off Tax Liabilities any violation or alleged violation by Parent of the Securities Act, the Exchange Act, any other federal law, any state or foreign securities law, or any rule or regulation promulgated under of the foregoing laws, relating to the offer or sale of the Registrable Securities, and in any such case, Parent agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made them in connection with investigating, preparing or defending any such Loss, claim, damage, liability, action or investigation (whether or not the Private Letter Ruling or the Tax Opinion and, in each case, indemnified party is a party to any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expensesproceeding); provided, however, that neither Parent nor will not be liable in any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) case to the extent that any such indemnification obligation Loss arises out of or is otherwise attributable based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to the Stockholder Representative or any Equityholder furnished to Parent by or on behalf of the Stockholder Representative or such Equityholder specifically for inclusion therein, it being understood and agreed that the only information so furnished by any Equityholder will be that information that was provided by such Equityholder in the questionnaire provided to Parent (such information, the “Equityholder Information”). This indemnity agreement will be in addition to any 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). If the indemnification obligation of liability which Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedmay otherwise have.

Indemnification by Parent. From In the event of any registration of any securities of Parent under the Securities Act pursuant to Section 3, Parent will, and after it hereby does, indemnify and hold harmless, to the Distribution Dateextent permitted by law, except each of the Stockholders that holds any Registrable Shares covered by such Registration Statement, each Affiliate of such Stockholder and such Stockholder's directors, officers, employees and agents or general and limited partners, each other Person who participates as otherwise provided an underwriter in Section 3(bthe offering or sale of such securities and each other Person, if any, who controls such Stockholder or any such underwriter within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties"), Parent against any and each member all losses, claims, damages, or liabilities, joint or several, and expenses (including reasonable attorneys' fees and expenses and any amounts paid in any settlement effected with Parent's consent) to which any Stockholder Indemnified Party may become subject under the Securities Act, state securities or blue sky laws, common law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, whether or not such Stockholder Indemnified Party is a party thereto) or expenses arise out of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo 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, or are based upon (i) all Spin-Off Tax Liabilities incurred by any member untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Parent GroupSecurities Act, any preliminary, final or summary Prospectus contained therein, or any amendment or supplement thereto, (ii) all Tax Liabilities that any member 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 Parent Group is responsible for pursuant to Section 2circumstances under which they were made, and not misleading, or (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 violation by Parent or any member of the Parent Group of any federal, state or common law rule or regulation applicable to Parent and relating to action required of Parent’s representations or covenants hereunder or made inaction by Parent in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses)such registration; provided, however, that neither Parent nor will not be liable to any member of the Parent Group shall have Stockholder Indemnified Party in any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) such case to the extent that any such indemnification obligation loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is otherwise attributable based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or amendment or supplement thereto or in any such preliminary, final or summary Prospectus in reliance upon and in conformity with written information with respect to any breach by SpinCo such Stockholder or any member underwriter who participates in the offering or sale of the SpinCo Group Registrable Shares covered by a Registration Statement furnished by such Stockholder or such underwriter to Parent. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the indemnification obligation of Parent such Stockholder or any member Stockholder Indemnified Party and will survive the transfer of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to securities by such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedStockholder.

Indemnification by Parent. From and after the Distribution Closing Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend indemnify and hold harmless SpinCo and each member of the SpinCo Group and Fully-Diluted Stockholders, each of their respective Representatives directors, officers, employees and Affiliates (agents, and each of the heirs, executors, successors and assigns of any of themthe foregoing (collectively, the “Stockholder Indemnified Parties”) from and againstagainst any and all Losses (after giving effect to any after tax effect actually realized by such Stockholder Indemnified Parties) actually paid, without duplication, incurred or suffered by any of the Stockholder Indemnified Parties in connection with or arising from (i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or Merger Sub of its covenants and agreements contained herein or (ii) any member breach by Parent or Merger Sub of its representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by materiality, Parent Material Adverse Effect, the Parent Group word “material” or by words of any of Parent’s representations similar impact, such qualification or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion andexceptions will, in each case, any related costs all respects be ignored and expenses (including, without limitation, reasonable attorneys’ fees and expensesdeemed not included in such representation or warranty); provided, however, provided that neither (A) Parent nor any member of shall be required to indemnify the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person Stockholder Indemnified Parties pursuant to this Section 3(a8.3(ii) only to the extent that such indemnification obligation is otherwise attributable the aggregate Losses indemnifiable pursuant to any breach by SpinCo or any member Section 8.3(ii) exceed the Threshold (provided, that once the aggregate Losses exceed the Threshold, Parent shall be liable for the payment of all Losses from the first dollar thereof and not merely the amounts in excess of the SpinCo Group of Threshold); and (B) any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or the Tax Opinion). If the claim for indemnification obligation of Parent or any member of the Parent Group under this Section 3(a8.3 must be made during the survival period set forth in Section 8.1; provided, further, that the limitations described in Sections 8.3(A) and (B) shall not apply to any Losses resulting from fraud or intentional misrepresentation of Parent. To the adjustment giving rise extent that Parent’s undertakings set forth in this Section 8.3 may be unenforceable, Parent shall contribute the maximum amount that is permitted under applicable law to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture the payment and satisfaction of Tax credits (“Tax Benefits”) to SpinCo or any member of all indemnifiable liabilities incurred by the SpinCo Group, which would not, but for Stockholder Indemnified Parties. Notwithstanding the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reducesforegoing, in cashno event shall the Stockholder Indemnified Parties be entitled to indemnification for any Loss which, the individually, is in an aggregate amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later less than five (5) Business Days after such Tax Benefit is Actually Realized$5,000.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo 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 Spin-Off Tax Liabilities incurred by any member of the Parent Group, (ii) without duplication, all Income Tax Liabilities and Other Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 22 or Section 3(d) (subject to Parent's right to receive payments from SpinCo under Section 3), and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses Income Taxes incurred by any member of the Parent SpinCo Group or as a result of a Final Determination disallowing any deduction for a payment set forth on Schedule 4(a) hereof, (iv) all Income Taxes and Other Taxes incurred by any member of the SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations 's covenants hereunder, (v) any Income Taxes and Other Taxes of any member of the Parent Group for which SpinCo or covenants hereunder any member of the SpinCo Group may be liable pursuant to Treasury Regulations Section 1.1502-6 or made in connection with any similar provision of state or local law, and (vi) all Tax-Related Losses incurred by any member of SpinCo Group as a result of an action after the Private Letter Ruling External Spin-Off by Parent or a member of the Tax Opinion Parent Group, which action caused any of the Spin-Off-Related Transactions not to have Tax-Free Status, and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ ' fees and expenses); providedPROVIDED, howeverHOWEVER, that neither Parent nor any member of the Parent Group shall have any no obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a4(a) to the extent that any such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s 's representations or covenants hereunder (including any representations made in connection with the Tax Opinion or any Private Letter Ruling or the Tax OpinionRuling). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realized.

Indemnification by Parent. From and after To the Distribution Date, except as otherwise provided in Section 3(b)extent permitted by law, Parent and each member of the Parent Group shall jointly and severally indemnify, defend will indemnify and hold harmless SpinCo each Stockholder, any underwriter (as defined in the Securities Act) for such Stockholder, its officers, directors, shareholders or partners and each member person, if any, who controls such Stockholder or underwriter within the meaning of the SpinCo Group Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (A) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state or incorporate by reference therein a material fact required to be stated or incorporated by reference therein, or necessary to make the statements included or incorporated by reference therein not misleading, or (C) any violation or alleged violation by Parent of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and Parent will pay to each of their respective Representatives and Affiliates such Stockholder (and the heirsits officers, executorsdirectors, successors and assigns of shareholders or partners), underwriter or controlling person, any of them) from and against, without duplication, (i) all Spin-Off Tax Liabilities legal or other expenses reasonably incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, 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 Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made them in connection with the Private Letter Ruling investigating or the Tax Opinion anddefending any such loss, in each caseclaim, any related costs and expenses (includingdamage, without limitationliability, reasonable attorneys’ fees and expenses)or action; provided, however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to indemnity agreement contained in this Section 3(a) 5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of Parent (which consent may not be unreasonably withheld); nor shall Parent be liable in any such case for any such loss, claim, damage, liability, or action to the extent that such indemnification obligation it arises out of or is otherwise attributable to any 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in based upon (i) increased deductions, losses, or creditsa Violation which occurs in reliance upon and in conformity with written information furnished by any such Stockholder expressly for use in the Registration Statement, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) a Violation that would not have occurred if such Stockholder had delivered to SpinCo or any member the purchaser the version of the SpinCo Group, which would not, but for Prospectus most recently provided by Parent to the indemnification obligation (or the adjustment giving rise Stockholder as of a date prior to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually Realizedsale.

Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each member of the Parent Group shall jointly and severally have an obligation to indemnify, defend and hold harmless SpinCo each Company Member and each member of the SpinCo Group and each of their respective directors, officers, trustees, employees, agents, consultants, advisors, Representatives and Affiliates equity holders, heirs and immediate family members (as the case may be) (collectively, the “Company Indemnified Persons” and together with the heirsParent Indemnified Persons, executors, successors and assigns of any of them“Indemnified Persons”) from and against, without duplication, (i) and will pay to the Company Indemnified Persons any and all Spindocumented and out-Off Tax Liabilities incurred by any member of the Parent Group, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2, and (iii) all Tax Liabilities, Spinof-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group pocket costs or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants hereunder or made in connection with the Private Letter Ruling or the Tax Opinion and, in each case, any related costs and expenses (including, including without limitation, reasonable attorneys’ fees fees), judgments, levies, losses, damages, fines, and expensespenalties (collectively, “Indemnifiable Amounts”) incurred or suffered by the Company Indemnified Persons arising out of, relating to or resulting from any of the following: (a) any breach of any representation or warranty of Parent or Merger Sub contained in this Agreement (as modified by the Parent Disclosure Schedule); provided(b) the failure of Parent or Merger Sub to perform any agreement or post-Closing covenant required by this Agreement; (c) any claims by (A) any then current or former holder or alleged then-current or former holder of any Parent securities, howeverarising out of, resulting from or in connection with (I) the Transactions or this Agreement, or (II) such Person’s status or alleged status as a holder of Parent securities at any time at or prior to the Closing, whether for breach of fiduciary duty or otherwise or (B) any Person to the effect that neither such Person is entitled to any Parent nor securities or any member payment in connection with the Transactions by virtue of such Parent securities; and (d) any legal Proceeding relating to any inaccuracy, breach, claim or expense of the type referred to in the preceding clauses (a) through (c); provided that this Section shall not apply to any claim subject to Section 2.4. Notwithstanding the foregoing, in no event shall Parent Group shall have any obligation liability to indemnifya Company Indemnified Person with respect to a breach of representation, defend warranty or hold harmless covenant under this Agreement or any Person pursuant to this Section 3(a) other Transaction Document to the extent that such indemnification obligation is otherwise attributable to any breach by SpinCo Company or any member Company Member party to this Agreement knew of such breach as 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). If the indemnification obligation of Parent or any member of the Parent Group under this Section 3(a) (or the adjustment giving rise to such indemnification obligation) results in (i) increased deductions, losses, or credits, or (ii) decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to SpinCo or any member of the SpinCo Group, which would not, but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then SpinCo shall pay Parent the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that SpinCo or any member of the SpinCo Group would have been required to pay and bear (or increases, in cash, the amount of a Refund to which SpinCo or any member of the SpinCo Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation). SpinCo shall pay Parent for such Tax Benefit no later than five (5) Business Days after such Tax Benefit is Actually RealizedClosing Date.