Common use of General Indemnification by SpinCo Clause in Contracts

General Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, the Merger Agreement or of any Ancillary Agreement, to the fullest extent permitted by Law, following the Effective Time, SpinCo shall and shall cause the other members of the SpinCo Group to indemnify, defend and hold harmless the Linn Indemnitees from and against any and all Indemnifiable Losses of the Linn Indemnitees arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the SpinCo Liabilities, or any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (b) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Linn Group pursuant to the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities are caused by any such misstatement or omission or alleged misstatement or omission based upon written information that is either furnished to any member of the Linn Group by any member of the SpinCo Group or incorporated by reference by any member of the Linn Group from any filings made by any member of the SpinCo Group with the Commission pursuant to the Securities Act or the Exchange Act; (c) any breach by SpinCo of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder; or (d) any claims, demands or Liabilities arising out of the Separation that would not otherwise constitute Linn Liabilities, including without limitation any claims or demands made by any shareholder of Linn or SpinCo.

General Indemnification by SpinCo. Except as otherwise specifically set forth provided in any provision of this Agreement, the Merger Agreement or of any Ancillary AgreementSection 5.4, to the fullest extent permitted by applicable Law, following from and after the Effective TimeTime of Distribution, SpinCo shall shall, and shall cause the other members of the SpinCo Group to to, indemnify, defend and hold harmless the Linn Indemnitees Company, each other member of the RemainCo Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “RemainCo Indemnified Parties”), from and against any and all Indemnifiable Losses Liabilities of the Linn Indemnitees RemainCo Indemnified Parties relating to, arising out of, by reason of or otherwise in connection with resulting from, directly or indirectly any of the following items (without duplication): (ai) any SpinCo Liability, (ii) except to the SpinCo Liabilities, or any failure of SpinCoextent it relates to a RemainCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support contract for the benefit of any member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (b) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Linn RemainCo Group pursuant to that survived following the Securities Act Time of Distribution, (iii) any untrue statement or the Exchange Act, alleged untrue statement of a material fact or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, with respect to all information contained in each case the Form 10 or the related information statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto), or any other filings with the SEC or the FCC (as defined in the Merger Agreement) made in connection with the transactions contemplated by this Agreement, the Merger Agreement or the Transaction Documents (but excluding any such Liabilities to the extentextent relating to information supplied by Parent for inclusion in the Form 10, but only to the extentrelated information statement or such other filings), that those and any Liabilities are caused of the RemainCo Indemnified Parties relating to, arising out of or resulting from claims by any such misstatement stockholders of the Company in connection with the Distribution, (iv) any termination, make-whole payments, prepayment fees or omission penalties, breakage fees or alleged misstatement similar fees, costs or omission based upon written information that is either furnished to expenses incurred by the Company or any member of the Linn RemainCo Group by related to or arising under any member of the Shared Contracts and any contracts assigned to SpinCo Group or incorporated by reference by any member of the Linn Group from any filings made by any member of the under which SpinCo Group with the Commission will be providing services pursuant to the Securities Act Transition Services Agreement (but excluding any such amount expressly taken into account in the calculation of Closing Net Debt Amount or that expressly are RemainCo Liabilities pursuant to this Agreement) in connection with the Exchange Acttransactions contemplated by this Agreement; and (cv) except as provided in Section 5.1, any and all Liabilities of the RemainCo Indemnified Parties relating to, arising out of or resulting from SpinCo’s or any SpinCo Subsidiary’s and, prior to the Effective Time, the Company’s or any RemainCo Subsidiary’s breach by SpinCo of any provision of this Agreement or any Ancillary Agreement unless other Transaction Document in accordance with the provisions of such Ancillary Agreement expressly provides for separate indemnification thereinapplicable agreement, in which each case excluding any such indemnification claims shall be made thereunder; or (d) any claims, demands or Liabilities arising out of the Separation that would not otherwise constitute Linn Liabilities, including without limitation any claims or demands made by any shareholder of Linn or SpinCoare expressly RemainCo Liabilities pursuant to this Agreement.