Common use of Disclosure Indemnification Clause in Contracts

Disclosure Indemnification. (a) Except to the extent provided in Section 5.1(b), Holdings agrees to indemnify and hold harmless JDSU, each member of the JDSU Group, and their respective Affiliates and each Person, if any, who controls any member of the JDSU Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) Except to the extent provided in Section 5.1(a), JDSU agrees to indemnify and hold harmless each member of the Lumentum Group, and their respective Affiliates, and any of their directors or officers who sign the Form 10, and any Person, if any, who controls any member of the Lumentum Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent any such untrue statement or omission or alleged untrue statement or omission arises out of (i) information specifically relating to Excluded Assets and/or Excluded Liabilities or (ii) information specifically relating to JDSU and other members of the JDSU Group as of and following the Effective Time, in each case, that is included in the Form 10, the Information Statement (including any amendments and supplements to the Form 10 and/or the Information Statement) or any other Disclosure Document.

Disclosure Indemnification. (a) Except to the extent provided in Section 5.1(b5.4(b), Holdings CareFusion agrees to indemnify and hold harmless JDSU, each member of the JDSU Group, and their respective Affiliates Cardinal Health Indemnified Parties and each Person, if any, who controls any member of the JDSU Cardinal Health Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings CareFusion shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) Except to the extent provided in Section 5.1(a), JDSU Cardinal Health agrees to indemnify and hold harmless each member of the Lumentum Group, CareFusion and their respective Affiliates, its Subsidiaries and any of their respective directors or officers who sign the Form 10, and any Person, if any, person who controls any member of the Lumentum Group CareFusion within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings CareFusion shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent extent, any such untrue statement or omission or alleged untrue statement or omission arises out of (i) information specifically relating to Excluded Assets and/or Excluded Liabilities or (ii) information specifically relating to JDSU and other members of the JDSU Group as of and following the Effective Time, in each case, that is included in the Form 10, the Information Statement (including any amendments and supplements to the Form 10 and/or the Information Statement) or any other Disclosure Documentset forth on Schedule 5.4(b).

Disclosure Indemnification. (a) Except to the extent provided in Section 5.1(b5.4(b), Holdings Keysight agrees to indemnify and hold harmless JDSU, each member of the JDSU Group, and their respective Affiliates Agilent Indemnified Parties and each Person, if any, who controls any member of the JDSU Agilent Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings Keysight shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) Except to the extent provided in Section 5.1(a), JDSU Agilent agrees to indemnify and hold harmless each member of the Lumentum Group, Keysight and their respective Affiliates, its Subsidiaries and any of their respective directors or officers who sign the Form 10, and any Person, if any, Person who controls any member of the Lumentum Group Keysight within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Holdings Keysight shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent any such untrue statement or omission or alleged untrue statement or omission arises out of (i) information specifically relating to Excluded Assets and/or Excluded Liabilities or (ii) information specifically relating to JDSU Agilent and other members of the JDSU Agilent Group as of and following the Effective Time, in each case, that is included in the Form 10, the Information Statement (including any amendments and supplements to the Form 10 and/or the Information Statement) or any other Disclosure Document.

Disclosure Indemnification. Borrower and Guarantor agree to provide, in connection with any sale or participation of any direct or indirect interest in the Loan, an indemnification agreement (a) Except certifying that (i) Borrower and Guarantor have carefully examined all written materials provided to Borrower by Lender (to the extent provided such information relates to, or is based on, or includes any information regarding the Property, Borrower, Mezzanine Borrower, Master Tenant, Guarantor, Manager and/or the Loan) and (ii) such written materials do not contain any untrue statement of a material fact or omit to state a material fact necessary in Section 5.1(b)order to make the statements made, Holdings agrees to indemnify and hold harmless JDSU, each member in the light of the JDSU Groupcircumstances under which they were made, not misleading, (b) jointly and severally indemnifying Lender, and their respective each of its officers, directors, partners, employees, representatives, agents and Affiliates and each Person, if any, Person or entity who controls Controls any member of the JDSU Group such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (collectively, from the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including without limitation legal fees and against expenses for enforcement of these obligations (collectively, the “Liabilities”) to which any and all such Indemnified Person may become subject insofar as the Liabilities arising arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Form 10 written materials provided to Borrower by Lender or any amendment thereof, the Information Statement (as amended or supplemented if Holdings shall have furnished any amendments or supplements thereto) or any other Disclosure Document, or arising arise out of or are based upon any the omission or alleged omission to state in such written materials a material fact required to be stated therein or necessary in order to make the statements therein in such written materials, in light of the circumstances under which they were made, not misleading. misleading and (c) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification and reimbursement obligations provided for in clauses (b) Except to the extent provided in Section 5.1(a)and (c) above shall be effective, JDSU agrees to indemnify valid and hold harmless each member binding obligations of the Lumentum Groupindemnifying Persons, and their respective Affiliates, and any of their directors whether or officers who sign the Form 10, and any Person, if any, who controls any member of the Lumentum Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained not an indemnification agreement described in the Form 10 or any amendment thereof, the Information Statement clause (as amended or supplemented if Holdings shall have furnished any amendments or supplements theretoa) or any other Disclosure Document, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent any such untrue statement or omission or alleged untrue statement or omission arises out of (i) information specifically relating to Excluded Assets and/or Excluded Liabilities or (ii) information specifically relating to JDSU and other members of the JDSU Group as of and following the Effective Time, in each case, that above is included in the Form 10, the Information Statement (including any amendments and supplements to the Form 10 and/or the Information Statement) or any other Disclosure Documentprovided.