Common use of Indemnification by Facet Clause in Contracts

Indemnification by Facet. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective Time, Facet shall indemnify, defend and hold harmless PDL and its Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of PDL or any of its Affiliates (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns (collectively, the “PDL Indemnitees”), from and against any and all Liabilities and related losses of the PDL Indemnitees relating to, arising out of or resulting from any of the following: (a) The failure of Facet, and its Affiliates or any other Person to pay, perform or otherwise promptly discharge after the Effective Time any Facet Liabilities in accordance with their respective terms; (b) The Facet Liabilities (including any subsequently identified Facet Liabilities under Section 2.2(e)); (c) Any untrue statement, alleged untrue statement, omission or alleged omission of a material fact in the Form 10, resulting in a misleading statement, with respect to all information contained in the Form 10; and (d) Any breach by Facet of this Agreement or any of the Ancillary Agreements.