Common use of Indemnification by Filtration Clause in Contracts

Indemnification by Filtration. In addition to any other provisions of this Agreement requiring indemnification, and except as otherwise expressly set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Filtration shall, and shall cause the other members of the Filtration Group to, indemnify, defend and hold harmless the Cummins Indemnitees from and against any and all Indemnifiable Losses of the Cummins Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Filtration Liabilities, including the failure of any member of the Filtration Group or any other Person to pay, perform or otherwise discharge any Filtration Liability in accordance with its respective terms, whether prior to, at or after the Effective Time; (b) any Filtration Asset or Filtration Business, whether arising prior to, at or after the Effective Time; (c) any breach by Filtration 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 to the extent specified therein; (d) any untrue statement or alleged untrue statement of a material fact contained in any Cummins Public Filing or any other document filed with the Commission by any member of the Cummins 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 under this clause (d), to the extent, but only to the extent, that those Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any of the Cummins Indemnitees by any member of the Filtration Group for inclusion in, or preparation of, a Cummins Public Filing or other document filed with the Commission by any member of the Cummins Group or incorporated by reference by any Cummins Indemnitee from any Filtration Disclosure, and then only if that statement or omission was made or occurred after the Effective Date; or (e) any Indemnifiable Taxes.

Indemnification by Filtration. In addition Filtration agrees to any other provisions of this Agreement requiring indemnificationindemnify and hold harmless, to the full extent permitted by law, each Holder, such Hxxxxx’s Affiliates and their respective officers, directors, employees, advisors, and except as otherwise expressly set forth in any provision of this Agreement or of any Ancillary Agreement, following agents and each Person who controls (within the Effective Time, Filtration shall, and shall cause the other members meaning of the Filtration Group to, indemnify, defend and hold harmless Securities Act or the Cummins Indemnitees Exchange Act) such Persons from and against any and all Indemnifiable Losses losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of the Cummins Indemnitees to the extent relating toinvestigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of, by reason of or otherwise in connection with based upon (a) the Filtration Liabilities, including the failure of any member of the Filtration Group or any other Person to pay, perform or otherwise discharge any Filtration Liability in accordance with its respective terms, whether prior to, at or after the Effective Time; (b) any Filtration Asset or Filtration Business, whether arising prior to, at or after the Effective Time; (c) any breach by Filtration 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 to the extent specified therein; (di) any untrue statement or alleged untrue statement of a material fact contained in any Cummins Public Filing or any other document filed with Registration Statement under which the Commission by any member sale of the Cummins Group pursuant to such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Exchange Securities Act) that Filtration has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading; provided, however, that Filtration shall not be liable to any particular indemnified party in each any such case under this clause (d), to the extent, but only to the extent, extent that those Indemnifiable Losses are caused by any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission based made in any such Registration Statement in reliance upon and in conformity with written information that is either furnished to Filtration by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Filtration may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Cummins Indemnitees transfer of such securities by any member of the Filtration Group for inclusion in, or preparation of, a Cummins Public Filing or other document filed with the Commission by any member of the Cummins Group or incorporated by reference by any Cummins Indemnitee from any Filtration Disclosure, and then only if that statement or omission was made or occurred after the Effective Date; or (e) any Indemnifiable Taxessuch Holder.

Indemnification by Filtration. In addition Filtration agrees to any other provisions of this Agreement requiring indemnificationindemnify and hold harmless, to the full extent permitted by law, each Holder, such Xxxxxx’s Affiliates and their respective officers, directors, employees, advisors, and except as otherwise expressly set forth in any provision of this Agreement or of any Ancillary Agreement, following agents and each Person who controls (within the Effective Time, Filtration shall, and shall cause the other members meaning of the Filtration Group to, indemnify, defend and hold harmless Securities Act or the Cummins Indemnitees Exchange Act) such Persons from and against any and all Indemnifiable Losses losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of the Cummins Indemnitees to the extent relating toinvestigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of, by reason of or otherwise in connection with based upon (a) the Filtration Liabilities, including the failure of any member of the Filtration Group or any other Person to pay, perform or otherwise discharge any Filtration Liability in accordance with its respective terms, whether prior to, at or after the Effective Time; (b) any Filtration Asset or Filtration Business, whether arising prior to, at or after the Effective Time; (c) any breach by Filtration 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 to the extent specified therein; (di) any untrue statement or alleged untrue statement of a material fact contained in any Cummins Public Filing or any other document filed with Registration Statement under which the Commission by any member sale of the Cummins Group pursuant to such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Exchange Securities Act) that Filtration has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading; provided, however, that Filtration shall not be liable to any particular indemnified party in each any such case under this clause (d), to the extent, but only to the extent, extent that those Indemnifiable Losses are caused by any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission based made in any such Registration Statement in reliance upon and in conformity with written information that is either furnished to Filtration by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Filtration may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Cummins Indemnitees transfer of such securities by any member of the Filtration Group for inclusion in, or preparation of, a Cummins Public Filing or other document filed with the Commission by any member of the Cummins Group or incorporated by reference by any Cummins Indemnitee from any Filtration Disclosure, and then only if that statement or omission was made or occurred after the Effective Date; or (e) any Indemnifiable Taxessuch Holder.