Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. (a) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII hereof, from and after the Distribution Date, Xxxxxx shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services Individual and each member of the Healthcare Services Group, and each of their Representatives and Affiliates, from and against, (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the service by any Healthcare Services Individual as an officer, director or employee of any member of the Xxxxxx Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, (2) all Liabilities of the Xxxxxx Group under this Agreement or any of the Other Agreements, and (3) all Indemnifiable Losses of any such Healthcare Services Individual, member of the Healthcare Services Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Xxxxxx Assets, the Xxxxxx Liabilities, the Xxxxxx Business, the Xxxxxx Individuals or the Xxxxxx Group's Representatives, whether relating to or arising out of occurrences prior to, on or after the Distribution Date. (b) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII, and except as specifically provided in Section 4.03(a) hereof, from and after the Distribution Date, Ventiv shall assume, and shall indemnify, defend and hold harmless each Xxxxxx Individual and each member of the Xxxxxx Group, and each of their Representatives and Affiliates, from and against, (1) all Liabilities of the Healthcare Services Group under this Agreement or any of the Other Agreements and (2) all Indemnifiable Losses of any such Xxxxxx Individual, member of the Xxxxxx Group, or any Representative or Affiliate of the Xxxxxx Group relating to, arising out of or due to, directly or indirectly, the Healthcare Services Assets, the Healthcare Services Liabilities, the Healthcare Services Business, the Healthcare Services Employees or the Healthcare Services Group's Representatives, whether relating to or arising out of occurrences prior to or after the Distribution Date. (c) If an Indemnitee realizes a Tax benefit or detriment by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party or by reason of receiving an Indemnity Payment, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the Tax benefit, or such Indemnifying Party shall pay to such Indemnitee an additional amount equal to the Tax detriment (taking into account any Tax detriment resulting from the receipt of such additional amounts), as the case may be. If, in the opinion of counsel to an Indemnifying Party reasonably satisfactory in form and substance to the affected Indemnitee, there is a substantial likelihood that the Indemnitee will be entitled to a Tax benefit by reason of an Indemnifiable Loss, the Indemnifying Party promptly shall notify the Indemnitee and the Indemnitee promptly shall take any steps (including the filing of such returns, amended returns or claims for refunds consistent with the claiming of such Tax benefit) that, in the reasonable judgment of the Indemnifying Party, are necessary and appropriate to obtain any such Tax benefit. If, in the opinion of counsel to an Indemnitee reasonably satisfactory in form and substance to the affected Indemnifying Party, there is a substantial likelihood that the Indemnitee will be subjected to a Tax detriment by reason of an Indemnification Payment, the Indemnitee promptly shall notify the Indemnifying Party and the Indemnitee promptly shall take any steps (including the filing of such returns or amended returns or the payment of Tax underpayments consistent with the settlement of any Liability for Taxes arising from such Tax detriment) that, in the reasonable judgment of the Indemnitee, are necessary and appropriate to settle any Liabilities for Taxes arising from such Tax detriment. If, following a payment by an Indemnitee or an Indemnifying Party pursuant to this Section 4.03(c) in respect of a Tax benefit or detriment, there is an adjustment to the amount of such Tax benefit or detriment, then each of Xxxxxx and Ventiv shall make appropriate payments to the other, including the payment of interest thereon at the federal statutory rate then in effect, to reflect adjustments. (d) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to this Section 4.03 shall be reduced (including retroactively) by any Insurance Proceeds and other amounts actually recovered by such Indemnitee in reduction of the related Indemnifiable Loss, it being understood and agreed that each of Xxxxxx and Ventiv shall use its best efforts to collect any such proceeds or other amounts to which it or any of its Subsidiaries is entitled, without regard to whether it is the Indemnifying Party hereunder. If an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable Loss and subsequently receives Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the difference between (1) the sum of the amount of such Indemnity Payment and the amount of such Insurance Proceeds or other amounts actually received and (2) the amount of such Indemnifiable Loss, adjusted (at such time as appropriate adjustment can be determined) in each case to reflect any premium adjustment attributable to such claim. (e) If any Indemnity Payment required to be made hereunder or under any Other Agreement is denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (1) with respect to an Indemnifiable Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution is reimbursed; (2) with respect to an Indemnifiable Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Indemnifiable Loss with the Indemnifying Party; and (3) with respect to an Indemnified Loss not described in clause (1) or (2) of this Section 4.03(e), the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Indemnifiable Loss is given to the Indemnitee.

Assumption and Indemnification. (a) Subject to Section 4.02 hereof3.2, the Assignment and Assumption Agreement, the Tax Sharing Agreement and Article VII hereofVI, from and after the Distribution Date, Xxxxxx Seafield shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services SLH Individual and each member of the Healthcare Services SLH Group, and each of their Representatives and Affiliates, from and against, : (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the Distribution or to the service by any Healthcare Services SLH Individual as an officer, director or employee of any member of the Xxxxxx Seafield Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, , (2) all Seafield Liabilities and Liabilities of any member of the Xxxxxx Seafield Group under this Agreement or any of the Other Agreements, and and (3) all Indemnifiable Losses of any such Healthcare Services SLH Individual, member of the Healthcare Services SLH Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Xxxxxx Seafield Assets, the Xxxxxx Seafield Liabilities, the Xxxxxx Seafield Business, the Xxxxxx Seafield Individuals or the Xxxxxx Seafield Group's Representatives, whether relating to or arising out of occurrences prior to, on to or after the Distribution Date. (b) Subject to Section 4.02 hereof3.2, the Tax Sharing Agreement, the Assignment and Assumption Agreement and Article VIIVI, and except as specifically provided in Section 4.03(a) hereof3.3(a), from and after the Distribution Date, Ventiv SLH shall assume, and shall indemnify, defend and hold harmless each Xxxxxx Seafield Individual and each member of the Xxxxxx Seafield Group, and each of their Representatives and Affiliates, from and against, , (1) all SLH Liabilities and all Liabilities of the Healthcare Services SLH Group under this Agreement or any of the Other Agreements and Agreements, and (2) all Indemnifiable Losses of any such Xxxxxx Seafield Individual, member of the Xxxxxx Seafield Group, or any Representative or Affiliate of the Xxxxxx Group relating to, arising out of or due to, directly or indirectly, the Healthcare Services SLH Assets, the Healthcare Services SLH Liabilities, the Healthcare Services SLH Business, the Healthcare Services SLH Employees or the Healthcare Services SLH Group's Representatives, whether relating to or arising out of occurrences prior to or after the Distribution Date. (c) If an Indemnitee realizes a Tax benefit or detriment by reason of having incurred an Indemnifiable Loss for which such Indemnitee receives an Indemnity Payment from an Indemnifying Party or by reason of receiving an Indemnity Payment, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the Tax benefit, or such Indemnifying Party shall pay to such Indemnitee an additional amount equal to the Tax detriment (taking into account any Tax detriment resulting from the receipt of such additional amounts), as the case may be. If, in the opinion of counsel to an Indemnifying Party reasonably satisfactory in form and substance to the affected Indemnitee, there is a substantial likelihood that the Indemnitee will be entitled to a Tax benefit by reason of an Indemnifiable Loss, the Indemnifying Party promptly shall notify the Indemnitee and the Indemnitee promptly shall take any steps (including the filing of such returns, amended returns or claims for refunds consistent with the claiming of such Tax benefit) that, in the reasonable judgment of the Indemnifying Party, are necessary and appropriate to obtain any such Tax benefit. If, in the opinion of counsel to an Indemnitee reasonably satisfactory in form and substance to the affected Indemnifying Party, there is a substantial likelihood that the Indemnitee will be subjected to a Tax detriment by reason of an Indemnification Payment, the Indemnitee promptly shall notify the Indemnifying Party and the Indemnitee promptly shall take any steps (including the filing of such returns or amended returns or the payment of Tax underpayments consistent with the settlement of any Liability for Taxes arising from such Tax detriment) that, in the reasonable judgment of the Indemnitee, are necessary and appropriate to settle any Liabilities for Taxes arising from such Tax detriment. If, following a payment by an Indemnitee or an Indemnifying Party pursuant to this Section 4.03(c3.3(c) in respect of a Tax benefit or detriment, there is an adjustment to the amount of such Tax benefit or detriment, then each of Xxxxxx Seafield and Ventiv SLH shall make appropriate payments to the other, including the payment of interest thereon at the federal statutory rate then in effect, to reflect such adjustments. (d) The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to this Section 4.03 shall be reduced (including retroactively) by any Insurance Proceeds and other amounts actually recovered by such Indemnitee in reduction of the related Indemnifiable Loss, it being understood and agreed that each of Xxxxxx and Ventiv shall use its best efforts to collect any such proceeds or other amounts to which it or any of its Subsidiaries is entitled, without regard to whether it is the Indemnifying Party hereunder. If an Indemnitee receives an Indemnity Payment in respect of an Indemnifiable Loss and subsequently receives Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the difference between (1) the sum of the amount of such Indemnity Payment and the amount of such Insurance Proceeds or other amounts actually received and (2) the amount of such Indemnifiable Loss, adjusted (at such time as appropriate adjustment can be determined) in each case to reflect any premium adjustment attributable to such claim. (e) If any Indemnity Payment required to be made hereunder or under any Other Agreement is denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (1) with respect to an Indemnifiable Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution is reimbursed; (2) with respect to an Indemnifiable Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Indemnifiable Loss with the Indemnifying Party; and (3) with respect to an Indemnified Loss not described in clause (1) or (2) of this Section 4.03(e), the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Indemnifiable Loss is given to the Indemnitee.