Conoco Liability. Conoco and each Conoco Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring Taxes that are attributable to, or result from, any act or failure to act described in Section 10.1(a)(1) of this Agreement by Conoco or any Conoco Affiliate. Conoco and each Conoco Affiliate shall jointly and severally indemnify DuPont, each DuPont Affiliate and their directors, officers and employees and hold them harmless from and against any such Spinoff Restructuring Taxes.
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Conoco
Liability. Conoco and each Conoco Affiliate shall be responsible for one hundred percent (100%) of any Spinoff Restructuring Taxes that are attributable to, or result from, any act or failure to act described in Section 10.1(a)(1) of this Agreement by Conoco or any Conoco Affiliate. Conoco and each Conoco Affiliate shall jointly and severally indemnify DuPont, each DuPont Affiliate and their directors, officers and EXHIBIT 10.13 employees and hold them harmless from and against any such Spinoff Restructuring Taxes.
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