General Indemnification by Keysight Sample Clauses

General Indemnification by Keysight. Except as provided in Section 5.5, Keysight shall, and shall cause the other members of the Keysight Group to, indemnify, defend and hold harmless each member of the Agilent 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 “Agilent Indemnified Parties”), from and against any and all Liabilities of the Agilent Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any Keysight Liability; (b) the failure of Keysight or any other member of the Keysight Group or any other Person to pay, perform or otherwise promptly discharge any Keysight Liabilities or Keysight Contract in accordance with its respective terms, whether prior to, at or after the Effective Time; (c) except to the extent it relates to an Excluded Liability, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by any member of the Agilent Group for the benefit of any member of the Keysight Group that survives the Effective Time; and (d) any breach by any member of the Keysight Group of this Agreement or any of the other Transaction Documents (other than the Transaction Documents set forth on Schedule 5.2(d), which shall be subject to the indemnification provisions contained therein) or any action by Keysight in contravention of its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws.