Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 28 contracts
Samples: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of . The indemnity agreements contained in this AgreementArticle V shall survive the Distribution.
Appears in 12 contracts
Samples: Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Danaher Corp /De/), Separation and Distribution Agreement (Veralto Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII Section 7 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this AgreementAgreement following the Effective Time.
Appears in 5 contracts
Samples: Master Separation and Distribution Agreement, Master Separation and Distribution Agreement (Computer Sciences Government Services Inc.), Agreement and Plan of Merger (Computer Sciences Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII ARTICLE VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Questar Corp), Separation and Distribution Agreement (Spectra Energy Corp.), Separation and Distribution Agreement (Gas SpinCo, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII shall survive the Distribution.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of . The indemnity agreements contained in this AgreementArticle V shall survive the IPO.
Appears in 4 contracts
Samples: Separation Agreement (Nextracker Inc.), Separation Agreement (Vontier Corp), Separation Agreement (Envista Holdings Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII Section 6 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this AgreementAgreement following the Effective Time.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Perspecta Inc.), Separation and Distribution Agreement, Separation and Distribution Agreement (Perspecta Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII ARTICLE VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.), Separation and Distribution Agreement (Guaranty Financial Group Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII ARTICLE VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) any knowledge prior to the knowledge date hereof by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.), Separation and Distribution Agreement (Dr Pepper Snapple Group, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this AgreementAgreement following the Effective Time.
Appears in 3 contracts
Samples: Distribution Agreement, Distribution Agreement (Leidos, Inc.), Distribution Agreement (SAIC Gemini, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII ARTICLE V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Igate Corp), Separation and Distribution Agreement (Mastech Holdings, Inc.), Separation and Distribution Agreement (Mastech Holdings, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Ecolab Inc.), Separation and Distribution Agreement (Apergy Corp)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this AgreementAgreement following the Effective Time.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Wyndham Destinations, Inc.), Separation and Distribution Agreement (Wyndham Hotels & Resorts, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Agreement, including this Article VIII VI¸ shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; , and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VII shall survive the Distribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article V shall survive the Spinco Distribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Discovery, Inc.), Separation and Distribution Agreement (At&t Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII ARTICLE VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; Indemnitee and (ii) any knowledge prior to the knowledge date hereof by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this AgreementAgreement following the Effective Time.
Appears in 2 contracts
Samples: Distribution Agreement (Park Hotels & Resorts Inc.), Distribution Agreement (Hilton Grand Vacations Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; . The indemnity agreements contained in this Article VII shall survive the Internal Reorganization, the Internal Reorganization Contribution and (iii) any termination of this Agreementthe Internal Reorganization Distribution.
Appears in 1 contract
Samples: Separation and Distribution Agreement (SharkNinja, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VII shall survive the Distribution.
Appears in 1 contract
Samples: Separation and Distribution Agreement (International Flavors & Fragrances Inc)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of . The indemnity obligations contained in this AgreementArticle V shall not survive the Distribution.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; , and (iii) any termination of this Agreement. The indemnity agreements contained in this Article V shall survive the Spinco Distribution.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Berry Global Group, Inc.)
