Indemnity for Certain Acts. Controlled shall be liable for, and shall indemnify and hold harmless the Distributing Group from and against any liability for, any Distribution Tax (described in subparagraph (ii) above) to the extent arising as a result after the Distribution Date of Controlled's engaging in any Prohibited Action or the occurrence of a Controlled Group Disqualifying Event. Notwithstanding anything in this paragraph (b) to the contrary, to the extent, if any, that this paragraph (b) allocates liability between the Companies in a manner contrary to the allocation of liability provided in Section 4 of the Distribution Agreement, Section 4 of the Distribution Agreement shall control.
Appears in 2 contracts
Sources: Tax Indemnification and Allocation Agreement (Pfsweb Inc), Tax Indemnification and Allocation Agreement (Daisytek International Corporation /De/)