Common use of Indemnification by FTD Clause in Contracts

Indemnification by FTD. Except as provided in Section 7.4(a), Section 7.4(f), Section 9.4 or Section 9.5, FTD shall, and, in the case of Section 9.2(a) or Section 9.2(b), shall in addition cause another Appropriate Member of the FTD Entities to, indemnify, defend and hold harmless, the UOL Indemnitees from and against any and all Losses of the UOL Indemnitees relating to, arising out of or resulting from any of the following (without duplication): (a) any FTD Liability, including the failure of any member of the FTD Entities or any other Person to pay, perform or otherwise promptly discharge any FTD Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time; (b) any breach by any member of the FTD Entities of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and (c) with respect to all information contained in the Registration Statement or the Information Statement (other than information regarding any member of the UOL Entities provided by any member of the UOL Entities in writing to FTD expressly for inclusion in the Registration Statement or the Information Statement), 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;