Common use of Parent Responsibility Clause in Contracts

Parent Responsibility. Parent and any successor shall be --------------------- responsible for, and shall indemnify and hold harmless Sub and each member of the Sub Affiliated Group from, Income Taxes, Other Taxes and all reasonable out- of-pocket costs and expenses directly caused by an Event of Loss which is attributable to one or more of the following described events or transactions occurring within two years of the Distribution Date with respect to Parent or any successor; a reorganization, consolidation, merger or acquisition by any person of a fifty percent (50%) or greater interest in Parent as determined under Section 355(d)(4) of the Code, applying the aggregation and attribution rules under subparagraphs (d)(7) and (8) of that Section, which is in any way solicited or approved by the Board of Directors of Parent (other than in connection with a hostile takeover); the sale or disposition of assets of any member of Parent, other than in the ordinary course of business; Parent's ceasing to conduct its digital media business as an active trade or business within the purview of Section 355 of the Code; the issuance, redemption or repurchase of shares of Parent Common Stock by Parent or any successor or any subsidiary of the foregoing; the purchase of Sub Common Stock by Parent or any successor or any subsidiary of the foregoing; the purchase of Sub Common Stock by Parent or any successor or any subsidiary of the foregoing; the recapitalization or other reclassification of the shares of Parent or any successor; or the complete or partial liquidation of Parent or any successor.

Parent Responsibility. Parent and any successor shall be --------------------- responsible for, and shall indemnify and hold harmless Sub and each member of the Sub Affiliated Group from, Income Taxes, Other Taxes and all reasonable out- out-of-pocket costs and 34 expenses directly caused by an Event of Loss which is attributable to one or more of the following described events or transactions occurring within two years of the Distribution Date with respect to Parent or any successor; : a reorganization, consolidation, merger or acquisition by any person of a fifty percent (50%) or greater interest in Parent as determined under Section 355(d)(4) of the Code, applying the aggregation and attribution rules under subparagraphs (d)(7) and (8) of that Section, which is in any way solicited or approved by the Board of Directors of Parent (other than in connection with a hostile takeover); the sale or disposition of assets of any member of Parent, other than in the ordinary course of business; Parent's ceasing to conduct its digital media business as an active trade or business within the purview of Section 355 of the Code; the issuance, redemption or repurchase of shares of Parent Common Stock by Parent or any successor or any subsidiary of the foregoing; the purchase of Sub Common Stock by Parent or any successor or any subsidiary of the foregoing; the purchase of Sub Common Stock by Parent or any successor or any subsidiary of the foregoing; the recapitalization or other reclassification of the shares of Parent or any successor; or the complete or partial liquidation of Parent or any successor.