Common use of General Cross Indemnification Clause in Contracts

General Cross Indemnification. (a) Travelport agrees to indemnify and hold harmless each member of the OWW Affiliated Group and each of the officers, directors, employees and agents of the OWW Affiliated Group against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Travelport or any member of the Travelport Affiliated Group of this Agreement or any Ancillary Agreement, (ii) the ownership or the operation of the Assets or properties (other than capital stock of any member of OWW Affiliated Group), and the operation or conduct of the business of, including contracts entered into by, the members of the Travelport Affiliated Group, whether before, on or after the date hereof, and (iii) the actions of any employee of any member of the OWW Affiliated Group whose salary and benefits Travelport is required to reimburse to such member of the OWW Affiliated Group pursuant Section 8.1.

Appears in 3 contracts

Samples: Separation Agreement, Separation Agreement (Orbitz Worldwide, Inc.), Separation Agreement (Travelport LTD)

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General Cross Indemnification. (a) Travelport agrees to indemnify and hold harmless each member of the OWW Affiliated Group and each of the officers, directors, employees and agents of the OWW Affiliated Group against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Travelport or any member of the Travelport Affiliated Group of this Agreement or any Ancillary Agreement, and (ii) the ownership or the operation of the Assets or properties (other than capital stock of any member of OWW Affiliated Group), and the operation or conduct of the business of, including contracts entered into by, the members of the Travelport Affiliated Group, whether before, on or after the date hereof, and (iii) the actions of any employee of any member of the OWW Affiliated Group whose salary and benefits Travelport is required to reimburse to such member of the OWW Affiliated Group pursuant Section 8.1.

Appears in 1 contract

Samples: Separation Agreement (Orbitz Worldwide, Inc.)

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