Common use of Discover Indemnification of the Xxxxxx Xxxxxxx Group Clause in Contracts

Discover Indemnification of the Xxxxxx Xxxxxxx Group. (a) Effective at and after the Distribution, Discover shall indemnify, defend and hold harmless the Xxxxxx Xxxxxxx Group and the respective directors, officers, employees and Affiliates of each Person in the Xxxxxx Xxxxxxx Group (the “Xxxxxx Xxxxxxx Indemnitees”) from and against any and all Losses incurred or suffered by any of the Xxxxxx Xxxxxxx Indemnitees arising out of or in connection with (i) any of the Discover Liabilities, or the failure of any member of the Discover Group to pay, perform or otherwise discharge any of the Discover Liabilities, (ii) any of Discover’s Financial Instruments, and (iii) any breach by Discover of this Agreement. (b) Except to the extent set forth in Section 7.02(b), Discover shall indemnify, defend and hold harmless each of the Xxxxxx Xxxxxxx Indemnitees and each Person, if any, who controls any Xxxxxx Xxxxxxx Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof or the Information Statement (as amended or supplemented if Discover shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.