Common use of SpinCo Liability Clause in Contracts

SpinCo Liability. Notwithstanding anything in this Agreement or the Separation Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion, or waiver described in clauses (A), (B), or (C) of Section 6.1(c)(ii) may have been provided, and regardless of whether an action may be required by law), subject to Section 6.4(c), SpinCo shall be responsible for, and shall indemnify and hold harmless ParentCo and its Affiliates and each of their respective officers, directors, and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (i) the acquisition (other than pursuant to the Separation Transactions) of all or a portion of the stock or assets of SpinCo or a SpinCo Affiliate by any means whatsoever by any Person; (ii) any negotiations, understandings, agreements, or arrangements by SpinCo or a SpinCo Affiliate with respect to transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty Percent or Greater Interest in SpinCo or in any Internal Distribution Company; (iii) any action or failure to act by SpinCo after the Distribution (including any amendment to SpinCo’s organizational documents, whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including through the conversion of one class of SpinCo stock into another class of SpinCo stock) or of the stock of an Internal Distribution Company; (iv) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 6.1 (regardless of whether such act or failure to act may be required by law or may be covered by a Ruling, Unqualified Tax Opinion, a waiver described in clauses (A), (B) or (C) of Section 6.1(c)(ii), or a Board Certificate described in Section 6.1(d)); or (v) any breach by SpinCo of its agreement and representation set forth in Section 6.1(a) or its representations set forth in Section 6.6.

SpinCo Liability. Notwithstanding anything in this Agreement or the Separation Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion, or waiver described in clauses clause (A), (B), or (C) of Section 6.1(c)(ii6.1(c) may have been provided, regardless of whether Manitowoc ParentCo may have consented to an Internal Restructuring, and regardless of whether an action may be required by law), subject to Section 6.4(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Manitowoc ParentCo and its Affiliates and each of their respective officers, directors, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: : (iA) the acquisition (other than pursuant to the Separation TransactionsContribution or the Distribution) of all or a portion of the SpinCo’s stock and/or its or its subsidiaries’ assets of SpinCo or a SpinCo Affiliate by any means whatsoever by any Person; ; (iiB) any negotiations, understandings, agreements, or arrangements by SpinCo or a SpinCo Affiliate with respect to transactions or events (including including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of SpinCo representing a Fifty Fifty-Percent or Greater Interest in SpinCo or in any Internal Distribution Company; therein; (iiiC) any action or failure to act by SpinCo after the Distribution (including including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including including, without limitation, through the conversion of one class of SpinCo stock Capital Stock into another class of SpinCo stock) or of the stock of an Internal Distribution Company; Capital Stock); (ivD) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 6.1 (regardless of whether such act or failure to act may be required by law or may be covered by a Ruling, Unqualified Tax Opinion, a or waiver described in clauses clause (A), (B) or (C) of Section 6.1(c)(ii6.1(c), or a Board Certificate described in Section 6.1(d), a consent described in Section 6.1(e)); or or (vE) any breach by SpinCo of its agreement and representation set forth in Section 6.1(a) or its representations set forth in Section 6.66.5.