Indemnification by Automotive Clause Samples

Indemnification by Automotive. 54 Section 4.04 Limitations on Indemnification Obligations..................................56 Section 4.05 Procedures Relating to Indemnification......................................57 Page ---- Section 4.06 Remedies Cumulative.........................................................61 Section 4.07 Survival of Indemnities.....................................................61 Section 4.08 Exclusivity of Tax Allocation Agreement.....................................61

Indemnification by Automotive. Except as otherwise specifically provided in any Transaction Agreement and subject to the provisions of this Article IV, Automotive and the Automotive Subsidiaries shall indemnify, defend and hold harmless the Rockwell Indemnitees from and against, and pay or reimburse, as the case may be, the Rockwell Indemnitees for, all Indemnifiable Losses, as incurred, suffered by any Rockwell Indemnitee based upon, arising out of, relating to or otherwise in connection with: (a) the Automotive Business, the Automotive Assets or the Automotive Liabilities (including, without limitation, (i) any guarantees or obligations to assure performance or perform given or made by, or other Liabilities of, Rockwell or any Rockwell Subsidiary with respect to the Automotive Business, (ii) the failure by Automotive or any other member of the Automotive Group to pay, perform or otherwise discharge Automotive Liabilities in accordance with their terms and (iii) any Liabilities relating to the Automotive Business for which Rockwell has agreed to indemnify BNA and certain other Persons pursuant to the Boeing Post-Closing Covenants Agreement), whether such Indemnifiable Losses are based upon, arise out of or relate to or are otherwise in connection with events, occurrences, actions, omissions, facts, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution; (b) any untrue statement or alleged untrue statement of a material fact contained in the Form 10, 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, except in each case with respect to information relating to the Rockwell

Indemnification by Automotive. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Automotive shall, and shall cause the other members of the Automotive Group to, indemnify, defend and hold harmless MTI, each member of the MTI 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 “MTI Indemnitees”), from and against any and all Liabilities of the MTI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Automotive Liability; (b) any failure of Automotive, any other member of the Automotive Group or any other Person to pay, perform or otherwise promptly discharge any Automotive Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Automotive or any other member of the Automotive Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a MTI Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Automotive Group by any member of the MTI Group that survives following the Distribution; (e) the ownership or operation of the EV Business from and after the Effective Time; and (f) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Information Statement (as amended or supplemented if Automotive shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in Section 3.03(f).

Indemnification by Automotive. Except as otherwise specifically provided in any Transaction Agreement and subject to the provisions of this Article IV, Automotive and the Automotive Subsidiaries shall indemnify, defend and hold harmless the Rockwell Indemnitees from and against, and pay or reimburse, as the case may be, the Rockwell Indemnitees for, all Indemnifiable Losses, as incurred, suffered by any Rockwell Indemnitee based upon, arising out of, relating to or otherwise in connection with: (a) the Automotive Business, the Automotive Assets or the Automotive Liabilities (including, without limitation, (i) any guarantees or obligations to assure performance or perform given or made by, or other Liabilities of, Rockwell or any Rockwell Subsidiary with respect to the Automotive