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.