Common use of INDEMNIFICATION BY LTC Clause in Contracts

INDEMNIFICATION BY LTC. Except as otherwise expressly set forth in a Related Agreement, LTC shall indemnify, defend and hold harmless Healthcare and its directors, officers, employees, agents and Affiliates and each of the heirs, executors, successors and assigns of any of the foregoing (the "Healthcare Indemnitees") from and against the LTC Retained Liabilities and any and all losses, Liabilities, damages, including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating to the LTC Retained Liabilities and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "Healthcare Indemnifiable Losses" and, individually, a "Healthcare Indemnifiable Loss") of the Healthcare Indemnitees arising out of or due to the failure or alleged failure of LTC or any of its Affiliates (i) prior to or after the Distribution Date to pay, perform or otherwise discharge in due course any of the LTC Retained Liabilities, or (ii) comply with the provisions of Section 6.04.