General Indemnification by HP Clause Samples

General Indemnification by HP. Subject to Section 6.3, HP shall indemnify, defend and hold harmless each member of the Enterprise Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Enterprise Indemnified Parties”), from and against any and all Liabilities of the Enterprise Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication) (collectively, the “HPI Indemnification Obligations”): (a) any Excluded Liability; (b) the failure of HP or any other member of the HPI Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to, at or after the Effective Time; (c) except to the extent it relates to an Enterprise Liability, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by any member of the Enterprise Group for the benefit of any member of the HPI Group that survives the Effective Time; and (d) any breach by any member of the HPI Group of this Agreement or any of the other Transaction Documents (other than the Transaction Documents set forth on Schedule 6.2(d), which shall be subject to the indemnification provisions contained therein) or any action by HP in contravention of its certificate of incorporation or bylaws; provided that in no event shall HP have any obligation to indemnify, defend and hold harmless a member of the Enterprise Group under this Section 6.2 in respect of an HPI Indemnification Obligation described in Section 6.3 and for which another member of the HPI Group has an obligation to indemnify, defend and hold harmless a member of the Enterprise Group pursuant to Section 6.3 (including, for the avoidance of doubt, any Inc BLP C5 Indemnification Obligation and any Munich D2/D6 Indemnification Obligation), and nothing in this Agreement shall be interpreted as giving rise to any such obligation.