Common use of Indemnification by Cendant Clause in Contracts

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following (a) the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees), Cendant shall and shall cause the other members of the Cendant Group to indemnify, defend and hold harmless the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses of the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the Vehicle Rental Liabilities or alleged Vehicle Rental Liabilities, (ii) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, 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 information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, by any member of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, from any filings made by any member of the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the applicable Relevant Time or (iii) any breach by Cendant 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.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following (a) the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) Cendant will indemnify and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees), Cendant shall and shall cause the other members of the Cendant Group to indemnify, defend and -------------------------- hold harmless each Holder, such holders's directors, officers and partners and each other Person, if any, who controls such Holder within the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses meaning of the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the Vehicle Rental Liabilities or alleged Vehicle Rental Liabilities, (ii) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to the Securities Act or the Exchange ActAct ("Seller Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, and expenses to which the Seller Indemnified Parties, or any of them, may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in the Cendant Registration Statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Cendant will reimburse such Seller Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; provided, that -------- Cendant shall not be liable to any Holder, such holder's directors, officers or partners or any Person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) any actual or alleged untrue statement in or any actual or alleged omission from, the Cendant Registration Statement or amendment or supplement thereto or any preliminary, final or summary prospectus, in reliance upon and in conformity with written information furnished by or on behalf of such Holder to Cendant specifically for use in the preparation thereof, (ii) any actual or alleged untrue statement of a material fact or any actual or alleged omission of a material fact required to be stated in any preliminary prospectus if such Holder sells Registered Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Cendant had previously furnished copies thereof to such Holder or its representatives and such final prospectus, as then amended or supplemented, corrected any such misstatement or omission or (iii) the use of any preliminary, final or summary prospectus by or on behalf of such Holder after Cendant has notified such holder, in accordance with Section 2.1(iv), that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the 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 information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, by any member of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, from any filings made by any member of the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the applicable Relevant Time or (iii) any breach by Cendant 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.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or In the event of any Ancillary Agreement, following (a) registration of any securities of Cendant under the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees)Securities Act, Cendant shall will, and shall cause the other members of the Cendant Group to indemnifyhereby agrees to, defend indemnify and hold harmless the Realogy IndemniteesSponsor and any of its affiliates, their respective directors and officers, each other Person who participates as an underwriter in the Wyndham Indemnitees offering or sale of such securities and each other Person, if any, who controls such Sponsor or any such underwriter within the Travelport Indemnitees from and meaning of the Securities Act, against any and all Indemnifiable Losses losses, claims, damages or liabilities, joint or several, to which any of the Realogy IndemniteesSponsor or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, the Wyndham Indemnitees and the Travelport Indemniteesinsofar as such losses, respectivelyclaims, arising damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, by reason of or otherwise in connection with are based upon (ix) the Vehicle Rental Liabilities any untrue statement or alleged Vehicle Rental Liabilities, (ii) untrue statement of any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to registration statement under which such securities were registered under the Securities Act or the Exchange Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (y) 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, and Cendant will reimburse the Sponsor and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that Cendant shall not be liable in any such case to the extent, but only to the extent, extent that those Liabilities are caused by any such misstatement loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged misstatement omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or omission based supplement in reliance upon and in conformity with written information that is either furnished to Cendant concerning the Sponsor through an instrument duly executed by any member of the Realogy GroupSponsor specifically stating that it is for use in the preparation thereof, and provided, further, that Cendant shall not be liable to the Wyndham Group Sponsor, or its directors and officers, or to any underwriter or other Person, if any, who controls the Travelport GroupSponsor or any such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of (i) the Sponsor's failure to send or give a copy of the final prospectus, as the case same may bebe then supplemented or amended, within the time required by any member of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, from any filings made by any member of the Cendant Group with the Commission pursuant to the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the Exchange Act, and then only written confirmation of the sale of Registrable Securities to such Person if that such statement or omission was made corrected in such final prospectus, (ii) the use of any final prospectus, as amended or occurred supplemented, by or on behalf of the Sponsor after such time as the applicable Relevant Time obligation of Cendant to keep the related registration statement effective has expired, or (iii) any breach by Cendant violation of any provision federal or state securities laws, rules or regulations committed by the Sponsor (other than any violation that arises out of this Agreement or is based upon the circumstances described in clause (x) or (y) above and as to which the Sponsor would otherwise be entitled to indemnification hereunder). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Sponsor or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification thereindirector, in which case any officer, underwriter or controlling person and shall survive the transfer of such indemnification claims shall be made thereundersecurities by the Sponsor.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or In the event of any Ancillary Agreement, following (a) registration of any securities of Cendant under the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees)Securities Act, Cendant shall will, and shall cause the other members of the Cendant Group to indemnifyhereby agrees to, defend indemnify and hold harmless Liberty Digital, its directors and officers, and each other Person, if any, who controls Liberty Digital within the Realogy Indemniteesmeaning of the Securities Act, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses of losses, claims, damages or liabilities, joint or several, to which Liberty Digital or any such director or officer or controlling Person may become subject under the Realogy IndemniteesSecurities Act or otherwise, the Wyndham Indemnitees and the Travelport Indemniteesinsofar as such losses, respectivelyclaims, arising damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, by reason of or otherwise in connection with are based upon (ix) the Vehicle Rental Liabilities any untrue statement or alleged Vehicle Rental Liabilities, (ii) untrue statement of any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus, final prospectus or the Exchange Actsummary prospectus contained therein, or any amendment or supplement thereto, or any omission or (y) alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Cendant will reimburse Liberty Digital and each such director, officer, and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, PROVIDED that Cendant shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Cendant through an instrument duly executed by Liberty Digital specifically stating that it is for use in the preparation thereof, PROVIDED, FURTHER, that Cendant shall not be liable to Liberty Digital in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of Liberty Digital's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus; and PROVIDED, FURTHER, that Cendant shall not be liable to Liberty Digital in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based (i) upon the use of any preliminary final or summary prospectus by or on behalf of Liberty Digital after Cendant has notified Liberty Digital, in accordance with Section 2.3(vii), that such prospectus contains an untrue statement of 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 (ii) the extent, but only to the extent, that those Liabilities are caused by use of any such misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Groupfinal prospectus, as the case may beamended or supplemented, by any member or on behalf of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, Liberty Digital after such time as the case may be, from any filings made by any member obligation of Cendant to keep the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that related registration statement or omission was made or occurred after the applicable Relevant Time effective has expired or (iii) any breach by Cendant violation of any provision federal or state securities laws, rules or regulations committed by Liberty Digital (other than any violation that arises out of this Agreement or is based upon the circumstances described in clause (x) or (y) above and as to which Liberty Digital would otherwise be entitled to indemnification hereunder). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Liberty Digital or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification thereindirector, in which case any officer, or controlling Person and shall survive the transfer of such indemnification claims shall be made thereundersecurities by Liberty Digital.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following (a) the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees), Cendant shall and shall cause the other members of the Cendant Group to indemnify, defend will indemnify and hold harmless Liberty Digital, each of its directors and officers, and each Person, if any, who controls Liberty Digital within the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses meaning of the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the Vehicle Rental Liabilities or alleged Vehicle Rental Liabilities, (ii) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to the Securities Act or the Exchange ActAct (the "Liberty Digital Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, and expenses to which the Liberty Digital Indemnified Parties may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Liberty Digital Registration Statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished to Liberty Digital by or on behalf of Cendant specifically for use in the preparation thereof, (ii) the use of any prospectus by or on behalf of Cendant (x) after Liberty Digital has notified Cendant that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated 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 misleading or (y) after such misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Group, time as the case may beobligation of Liberty Digital to keep the Liberty Digital Registration Statement effective and current has expired, by any member of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, from any filings made by any member of the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the applicable Relevant Time or (iii) the failure to send or deliver to a Person to whom Cendant sells Registered Shares, at or prior to the written confirmation of sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Liberty Digital had previously furnished copies thereof to Cendant or its representatives, or (iv) any breach violation by Cendant of any provision federal or state securities law or rule or regulation thereunder (other than any violation that arises out of or is based upon the circumstances described in clause (x) or (y) of Section 3.1 above and as to which Cendant is entitled to indemnification thereunder). Notwithstanding the foregoing, Cendant shall not be liable under this Agreement or Section 3.2 for any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, amounts exceeding the gross proceeds received by Cendant in which case any such indemnification claims shall be made thereunderconnection with the sale of Cendant's Registered Shares.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following (a) the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees), Cendant shall and shall cause the other members of the Cendant Group to indemnify, defend will indemnify and hold harmless each Holder, such holders's directors, officers and partners and each other Person, if any, who controls such Holder within the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses meaning of the Realogy Indemnitees, the Wyndham Indemnitees and the Travelport Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) the Vehicle Rental Liabilities or alleged Vehicle Rental Liabilities, (ii) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to the Securities Act or the Exchange ActAct ("Seller Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, and expenses to which the Seller Indemnified Parties, or any of them, may become subject, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in the Cendant Registration Statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Cendant will reimburse such Seller Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; provided, that Cendant shall not be liable to any Holder, such holder's directors, officers or partners or any Person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) any actual or alleged untrue statement in or any actual or alleged omission from, the Cendant Registration Statement or amendment or supplement thereto or any preliminary, final or summary prospectus, in reliance upon and in conformity with written information furnished by or on behalf of such Holder to Cendant specifically for use in the preparation thereof, (ii) any actual or alleged untrue statement of a material fact or any actual or alleged omission of a material fact required to be stated in any preliminary prospectus if such Holder sells Registered Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Cendant had previously furnished copies thereof to such Holder or its representatives and such final prospectus, as then amended or supplemented, corrected any such misstatement or omission or (iii) the use of any preliminary, final or summary prospectus by or on behalf of such Holder after Cendant has notified such holder, in accordance with Section 2.1(iv), that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in the 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 information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, by any member of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as the case may be, from any filings made by any member of the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the applicable Relevant Time or (iii) any breach by Cendant 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.

Indemnification by Cendant. Except as otherwise specifically set forth in any provision of this Agreement or In the event of any Ancillary Agreement, following (a) registration of any securities of Cendant under the Realogy Distribution Date (with respect to the Realogy Indemnitees), (b) the Wyndham Distribution Date (with respect to the Wyndham Indemnitees) and (c) the Travelport Distribution Date (with respect to the Travelport Indemnitees)Securities Act, Cendant shall will, and shall cause the other members of the Cendant Group to indemnifyhereby agrees to, defend indemnify and hold harmless NRT, its directors and officers, and each other Person, if any, who controls NRT within the Realogy Indemniteesmeaning of the Securities Act, the Wyndham Indemnitees and the Travelport Indemnitees from and against any and all Indemnifiable Losses of losses, claims, damages or liabilities, joint or several, to which NRT or any such director or officer or controlling Person may become subject under the Realogy IndemniteesSecurities Act or otherwise, the Wyndham Indemnitees and the Travelport Indemniteesinsofar as such losses, respectivelyclaims, arising damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, by reason of or otherwise in connection with are based upon (ix) the Vehicle Rental Liabilities any untrue statement or alleged Vehicle Rental Liabilities, (ii) untrue statement of any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Realogy Group, the Wyndham Group or the Travelport Group, as applicable, pursuant to registration statement under which such securities were registered under the Securities Act Act, any preliminary prospectus, final prospectus or the Exchange Actsummary prospectus contained therein, or any amendment or supplement thereto, or any omission or (y) alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Cendant will reimburse NRT and each such director, officer, and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, PROVIDED that Cendant shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Cendant through an instrument duly executed by NRT specifically stating that it is for use in the preparation thereof, PROVIDED, FURTHER, that Cendant shall not be liable to NRT in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of NRT's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus; and PROVIDED, FURTHER, that Cendant shall not be liable to NRT in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based (i) upon the use of any preliminary final or summary prospectus by or on behalf of NRT after Cendant has notified NRT, in accordance with Section 2.2(vii), that such prospectus contains an untrue statement of 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 (ii) the extent, but only to the extent, that those Liabilities are caused by use of any such misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the Realogy Group, the Wyndham Group or the Travelport Groupfinal prospectus, as the case may beamended or supplemented, by any member or on behalf of the Cendant Group or incorporated by reference by any member of the Realogy Group, the Wyndham Group or the Travelport Group, NRT after such time as the case may be, from any filings made by any member obligation of Cendant to keep the Cendant Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that related registration statement or omission was made or occurred after the applicable Relevant Time effective has expired or (iii) any breach by Cendant violation of any provision federal or state securities laws, rules or regulations committed by NRT (other than any violation that arises out of this Agreement or is based upon the circumstances described in clause (x) or (y) above and as to which NRT would otherwise be entitled to indemnification hereunder). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of NRT or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification thereindirector, in which case any officer, or controlling Person and shall survive the transfer of such indemnification claims shall be made thereundersecurities by NRT.