TransferAgreement转换条约docWord文档格式.docx

1、STATE OF _ ） SSCOUNTY OF _ ）On _,_（M,D）, before me, Diane L. Lovejoy, personally appeared Joseph D.Martin and Daniel E. Boxer,x personally known to me OR proved to me on the basis of satisfactoryevidence to be the person（s） whose name（s）is/are subscribed to the within instrumentand acknowledged to m

2、e that he/she/theyexecuted the same in his/her/theirauthorized capacity（ies）, and that by his/her/their signature（s） on the instrumentDIANE L. LOVEJOY the person（s）, or the entity upon behalf ofwhich the person（s） acted, executed thePUBLIC NOTARY instrument.STATE OF _ WITNESS my hand and official se

3、al.By:_Name:_ Title:Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. INDIVIDUAL CORPORATE OFFICER（S）Title（s） PARTNER（S） LIMITED GENERAL ATTORNEYINFACT TRUSTEE（S） GUARDIAN/CONSERVATOR OTHER: _SIGNER IS REPRESENTING

4、:Name of Person（s） or Entity（ies）Transfer and Distribution Agreement转让及发行合同 - Section 5.1 Indemnification. （a） AAA shall indemnify, defend and hold harmless BBB and each of its directors, officers, employees, agents and Affiliates from and against any and all Indemnifiable Losses of BBB or any of it

5、s Affiliates arising out of or due to, directly or indirectly, （i） any Third Party Claims （as defined in Section 5.2） in connection with any of the Retained Liabilities, （ii） Third Party Claims that the information included in the Information Statement or the Form 10 under the captions set forth on

6、Schedule 5.1（a） hereto is false or misleading with respect to any material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, （iii） Third Party Claims t

7、hat AAA or its Affiliates failed to perform, or violated, any provision of this Agreement which is to be performed or complied with by AAA or its Affiliates, （iv） breaches of this Agreement by AAA or its Affiliates or （v） any guarantees which may be granted, either before or after the Distribution D

8、ate, by BBB or one of its Affiliates on behalf of AAA or one of its Affiliates. （b） BBB shall indemnify, defend and hold harmless AAA and each of its directors, officers, employees, agents and Affiliates from and against any and all Indemnifiable Losses of AAA or any of its Affiliates arising out of

9、 or due to, directly or indirectly, （i） Third Party Claims in connection with any of the Assumed Liabilities, （ii） Third Party Claims that the information included in the Information Statement or the Form 10, other than under the captions set forth on Schedule 5.1（a） hereto, or the information provi

10、ded, or statements made, in connection with the investor roadshow held in connection with the Distribution, is false or misleading with respect to any material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the

11、 circumstances under which they were made, not misleading, （iii） Third Party Claims that BBB or its Affiliates failed to perform, or violated, any provision of this Agreement which is to be performed or complied with by BBB or its Affiliates or （iv） breaches of this Agreement by BBB or its Affiliate

12、s or （v） any guarantees which may be granted, either before or after the Distribution Date, by AAA or one of its Affiliates on behalf of BBB or one of its Affiliates, including without limitation with respect to any third party leases assumed or undertaken by BBB or any of its Affiliates in Australi

13、a or otherwise. （c） Amounts required to be paid pursuant to this Article V are hereafter sometimes collectively called Indemnity Payments and are individually called an Indemnity Payment. The amount which any party （an Indemnifying Party ） is required to pay to any other party （an Indemnified Party

14、） pursuant to Section 5.1（a） or Section 5.1（b） shall be reduced （including, without limitation, retroactively） by any insurance proceeds and other amounts actually recovered by such Indemnified Party in reduction of the related Indemnifiable Loss. If an Indemnified Party shall have received an Indem

15、nity Payment in respect of an Indemnifiable Loss and shall subsequently actually receive insurance proceeds or other amounts （such as settlement amounts） in respect of such Indemnifiable Loss, then such Indemnified Party shall immediately pay to such Indemnifying Party a sum equal to the lesser of t

16、he amount of such insurance proceeds or other amounts actually received or the net amount of Indemnity Payments actually received previously. The foregoing notwithstanding, nothing in this Section 5.1（c） shall grant to BBB or its Affiliates any direct or indirect rights or benefits to insurance cove

17、rage with respect to which BBB is not otherwise entitled under Article IX hereof nor require AAA or its Affiliates to make any claim for insurance coverage unless and to the extent that BBB would otherwise be entitled to have AAA make a claim under Article IX hereof. （d） （i） For purposes of this Sec

18、tion 5.1（d）, an Indemnified Party shall be deemed to have received a tax saving with respect to an Indemnifiable Loss if, upon the filing of a Federal or foreign income tax return for a taxable year ending on or after the Distribution Date （the Indemnity Return ）, an amount attributable to an Indemn

19、ifiable Loss （the Indemnifiable Loss Deduction ） is deductible by the Indemnified Party or any of its wholly owned subsidiaries and an amount attributable to the Indemnity Payment is not includable in gross income by the Indemnified Party or any of its wholly owned subsidiaries. The foregoing notwit

20、hstanding, if the Indemnifying Party may deduct the amount attributable to the Indemnity Payment, the Indemnified Party shall be deemed to have not received a tax saving with respect to an Indemnifiable Loss. （ii） In the event that an Indemnified Party is deemed to have received a tax saving by reas

21、on of an Indemnifiable Loss, such Indemnified Party shall pay the Indemnifying Party within thirty （30） days after the filing of an Indemnity Return by an Indemnified Party which results in a reduction in the tax liability of the Indemnified Party that is attributable to such Indemnifiable Loss, a s

22、um equal to the Indemnifiable Loss Deduction multiplied by an amount equal to A + （l A） x .06）, where A equals the highest marginal corporate Federal income tax rate applicable to corporations taxable under Subchapter C of the Code on the date the Indemnity Return is filed （the Tax Saving Amount ）.

23、（iii） In the event that any such Indemnifiable Loss is deductible outside the United States, the provisions of Section 5.1（d）（ii） shall be appropriately adjusted to reflect the tax structure of the appropriate foreign jurisdiction. （iv） Any payment made pursuant to this Section 5.1（d） shall be treat

24、ed as a reduction of the Indemnity Payment to which it relates. （e） AAAS AND BBBS RESPECTIVE OBLIGATIONS PURSUANT TO SECTION 5.1（A）（IV） AND （B）（IV） SHALL BE LIMITED TO DIRECT AND ACTUAL DAMAGES, TO THE EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. PARAGRAPH 5.1（E） SHALL NOT APPLY TO （I）

25、 ANY FAILURE BY BBB OR ITS AFFILIATES TO ASSUME, PAY, PERFORM AND DISCHARGE （OR CAUSE THE APPROPRIATE AFFILIATE OF BBB TO ASSUME, PAY, PERFORM AND DISCHARGE） ANY AND ALL ASSUMED LIABILITIES, OR （II） ANY FAILURE BY AAA OR ITS AFFILIATES TO ASSUME, PAY, PERFORM AND DISCHARGE （OR CAUSE THE APPROPRIATE

26、AFFILIATE OF AAA TO ASSUME, PAY, PERFORM AND DISCHARGE） ANY AND ALL RETAINED LIABILITIES, OR （III） EXCEPT AS PROVIDED IN SECTION 6.18, ANY BREACH BY AAA OR BBB OF THEIR RESPECTIVE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE INDEMNITY OBLIGATIONS SET FORTH IN ARTICLE V. （f） Indemnificat

27、ion obligations contained elsewhere in this Agreement shall be subject to the provisions of this Article V. Section 5.2 Procedure for Indemnification. （a） If either party shall receive notice of any claim or Action brought, asserted, commenced or pursued by any person or entity not a party to this A

28、greement （hereinafter a Third Party Claim ）, with respect to which the other Party is or may be obligated to make an Indemnity Payment, it shall give such other Party prompt notice thereof （including any pleadings relating thereto） after becoming aware of such Third Party Claim, specifying in such r

29、easonable detail as is known to it, the nature of such Third Party Claim and the amount or estimated amount thereof to the extent then feasible （which estimate shall not be conclusive of the final amount of such claim）; provided, however, that the failure of a Party to give notice as provided in thi

30、s Section 5.2 shall not relieve the other Party of its indemnification obligations under this Article V, except to the extent that such other Party is actually prejudiced by such failure to give notice. （b） For any Third Party Claim concerning which notice is required to be given, and, in fact, given, under subparagraph （a） of this Section 5.2, the Indemnifying Party shall defend in a timely manner, to the extent permitted by law, such Third Party Claim through counsel appointed by the Indemnifying Party and reason