Post-Closing Transactions. Notwithstanding any contrary provision in this Agreement or in the Distribution Agreement, Hi/fn shall indemnify and hold the Stac Post-Spin-off Group and the Stac Post-Spin-off Members harmless (on an After-Tax Basis) against any Taxes imposed on or against the Stac Pre-Spin-Off Group or the Stac Post-Spin-off Group (including any Stac Pre-Spin-off Member or Stac Post-Spin-off Member) that are attributable to, or arise from, transactions or events which take place outside the ordinary course of business of Hi/fn and the Hi/fn Members and which occur after the Spin-off becomes effective and prior to the close of the Closing Date.
Appears in 2 contracts
Sources: Tax Allocation and Indemnity Agreement (Stac Software Inc), Tax Allocation and Indemnity Agreement (Hi/Fn Inc)