Common use of Benefit Plan Indemnification Clause in Contracts

Benefit Plan Indemnification. With respect to each Xxxxxx Benefit Plan or Cable Benefit Plan, Cable shall indemnify, defend and hold harmless the members of the Xxxxxx Group and the Xxxxxx Benefit Plans from and against any and all Liabilities relating to, arising out of or resulting from participation in any such plan by any Cable Employee or Former Cable Employee, regardless of whether such participation relates to a period that was prior to, at or after the Distribution; provided, however, that the foregoing obligations shall not apply in the event of any Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx Group or any Employee of any member of the Xxxxxx Group. With respect to each Xxxxxx Benefit Plan or Cable Benefit Plan, Xxxxxx shall indemnify, defend and hold harmless the members of the Cable Group and the Cable Benefit Plans from and against any and all Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx Group or any Employee of any member of the Xxxxxx Group; provided, however, that in no event shall any member of the Xxxxxx Group be responsible for the cost of any compensation or benefits that the relevant member of the Cable Group would have incurred in the absence of any gross negligence or wilful or intentional misconduct by the relevant member of the Xxxxxx Group or the relevant Employee of any member of the Xxxxxx Group.

Benefit Plan Indemnification. With respect to each Xxxxxx TWX Benefit Plan or Cable Time Benefit Plan, Cable Time shall indemnify, defend and hold harmless the members of the Xxxxxx TWX Group and the Xxxxxx Benefit Plans from and against any and all Liabilities relating to, arising out of or resulting from participation in any such plan by any Cable Time Employee, Salary Continuation Former Employee or Former Cable Time Employee, regardless of whether such participation relates to a period that was prior to, at on or after the Distribution; provided, however, that the foregoing obligations shall not apply to any participation by a Transferred To Time Employee in any TWX Benefit Plan prior to the applicable Transfer Time; provided further that the foregoing obligations shall not apply in the event of any Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx TWX Group or any Employee of any member of the Xxxxxx TWX Group. With respect to each Xxxxxx TWX Benefit Plan or Cable Time Benefit Plan, Xxxxxx TWX shall indemnify, defend and hold harmless the members of the Cable Time Group and the Cable Benefit Plans from and against any and all Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx TWX Group or any Employee of any member of the Xxxxxx TWX Group; provided, however, that in no event shall any member of the Xxxxxx TWX Group be responsible for the cost of any compensation or benefits that the relevant member of the Cable Time Group would have incurred in the absence of any gross negligence or wilful or intentional misconduct by the relevant member of the Xxxxxx TWX Group or the relevant Employee of any member of the Xxxxxx TWX Group.