Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VI 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 following the Effective Time. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, or (ii) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Linn Energy, Inc.), Separation and Distribution Agreement (Riviera Resources, Inc.), Separation and Distribution Agreement (Riviera Resources, LLC)
Additional Matters; Survival of Indemnities. (a) The indemnity and contribution agreements contained in this Article VI 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 following the Effective Time.
(b) The rights and obligations of each Party and their respective Indemnitees under this Article VI VII shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, or (ii) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.
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 VI 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 following the Effective Time.
(b) The rights and obligations of each Party and their respective Indemnitees relating to indemnity and contribution under this Agreement, including this Article VI VI, shall survive (i) the sale or other Transfer transfer by any Party or its respective Subsidiaries Affiliates of any Assets or businesses or the assignment by it of any Liabilities, or and all Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of its the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members member of its Group.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)