Common use of INDEMNIFICATION BY ADAPTEC Clause in Contracts

INDEMNIFICATION BY ADAPTEC. Except as otherwise provided in this Agreement, Adaptec shall, for itself and as agent for each member of the Adaptec Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Roxio Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the Roxio Indemnitees, or which are imposed upon the Roxio Indemnitees, and that (without duplication) (i) relate to, arise out of or result from the Roxio Business prior to the Separation Date to the extent that such items are not the responsibility of Roxio as an Indemnifying Party pursuant to SECTION 1.2(i)-(iv) above; or that relate to, arise out of or result from any of the following items: (ii) the Adaptec Business or any Liability of the Adaptec Group other than the Roxio Liabilities; (iii) any breach by Adaptec or any member of the Adaptec Group of the Separation Agreement or any of the Ancillary Agreements (including this Agreement).

INDEMNIFICATION BY ADAPTEC. Except as otherwise provided in this Agreement, Adaptec shall, for itself and as agent for each member of the Adaptec Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Roxio Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the Roxio Indemnitees, or which are imposed upon the Roxio Indemnitees, and that (without duplication) (i) relate to, arise out of or result from the Roxio Business prior to the Separation Date to the extent that such items are not the responsibility of Roxio as an Indemnifying Party pursuant to SECTION 1.2(i)-(iv) above; or that relate to, arise out of or result from any of the following items: (ii) the Adaptec Business or any Liability of the Adaptec Group other than the Roxio Liabilities; (iii) any breach by Adaptec or any member of the Adaptec Group of the Separation Agreement or any of the Ancillary Agreements (including this Agreement). This SECTION 1.3 shall not apply to any Liability indemnified under SECTION 1.4.