Common use of Enterprise Liability Clause in Contracts

Enterprise Liability. Enterprise shall be liable for, and shall indemnify and hold harmless the HP Group from and against any liability for: (i) Any Separation Tax imposed by any Tax Authority on any member of the Enterprise Group (if such member is primarily liable under applicable Tax Law for such Tax); (ii) Any increase in a Separation Tax for which a member of the Enterprise Group is primarily liable under applicable Tax Law as a result of a Final Determination if such increase does not exceed five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of Enterprise Full Taxpayer; (iii) Fifty percent (50%) of any increase in a Separation Tax where such increase exceeds five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be; (iv) Any Tax resulting from a breach by Enterprise of any covenant in this Agreement, the Separation and Distribution Agreement or any Transaction Document; and (v) Any Tax-Related Losses for which Enterprise is responsible pursuant to Section 7.02 of this Agreement.