Indemnification by Honeywell. Subject to Section 6.04, Honeywell shall indemnify, defend and hold harmless AdvanSix, each other member of the AdvanSix Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AdvanSix Indemnitees”), from and against any and all Liabilities of the AdvanSix Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the Honeywell Liabilities, including the failure of Honeywell or any other member of the Honeywell Group or any other Person to pay, perform or otherwise promptly discharge any Honeywell Liability in accordance with its terms; (b) any breach by Honeywell or any other member of the Honeywell Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and (c) any breach by Honeywell of any of the representations and warranties made by Honeywell on behalf of itself and the members of the Honeywell Group in Section 12.01(c).
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Samples: Separation and Distribution Agreement (AdvanSix Inc.), Separation and Distribution Agreement (AdvanSix Inc.)
Indemnification by Honeywell. Subject to Section 6.04, Honeywell shall indemnify, defend and hold harmless AdvanSixSpinCo, each other member of the AdvanSix SpinCo Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AdvanSix SpinCo Indemnitees”), from and against any and all Liabilities of the AdvanSix SpinCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
(a) the Honeywell Liabilities, including the failure of Honeywell or any other member of the Honeywell Group or any other Person to pay, perform or otherwise promptly discharge any Honeywell Liability in accordance with its terms;
(b) any breach by Honeywell or any other member of the Honeywell Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and
(c) any breach by Honeywell of any of the representations and warranties made by Honeywell on behalf of itself and the members of the Honeywell Group in Section 12.01(c11.01(c).
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Samples: Separation and Distribution Agreement (Garrett Transportation Systems Inc.)
Indemnification by Honeywell. Subject to Section 6.047.04, Honeywell shall indemnify, defend and hold harmless AdvanSixSpinCo, each other member of the AdvanSix SpinCo Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AdvanSix SpinCo Indemnitees”), from and against any and all Liabilities of the AdvanSix SpinCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
(a) the Honeywell Liabilities, including the failure of Honeywell or any other member of the Honeywell Group or any other Person to pay, perform or otherwise promptly discharge any Honeywell Liability in accordance with its terms;
(b) any breach by Honeywell or any other member of the Honeywell Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and
(c) any breach by Honeywell of any of the representations and warranties made by Honeywell on behalf of itself and the members of the Honeywell Group in Section 12.01(c).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Resideo Technologies, Inc.)