Common use of Indemnification by New Fluor Clause in Contracts

Indemnification by New Fluor. Subject to Section ---------------------------- 3.03, on and after the Distribution Date, New Fluor shall indemnify and hold harmless the Xxxxxx Group and each of its directors, officers and Affiliates (the "Xxxxxx Indemnified Parties") from and against: (a) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by New Fluor. (b) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Group contained in any report of Parent filed prior to the Distribution Date under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by Parent, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the New Fluor Group contained in any report of Xxxxxx filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by Xxxxxx, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that New Fluor shall be -------- liable in any such case only to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to Xxxxxx, its Affiliates or any of their respective representatives by or on behalf of New Fluor, its Affiliates or any of their respective representatives specifically for use in preparing such report or filing by Xxxxxx. (e) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, the Fluor Business, the operations and activities of DRIH Corporation or any other business conducted by the New Fluor Group, whether relating to, arising out of or due to occurrences or conditions prior to, on or after the Distribution Date, including, without limitation, those set forth on Schedule 3.01(d).

Indemnification by New Fluor. Subject to Section ---------------------------- 3.03, on and after the Distribution Date, New Fluor shall indemnify and hold harmless the Xxxxxx Group and each of its directors, officers and Affiliates (the "Xxxxxx Indemnified Parties") from and against: (a) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by New Fluor. (b) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Group contained in any report of Parent filed prior to the Distribution Date under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by Parent, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Losses Loss of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the New Fluor Group contained in any report of Xxxxxx filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by Xxxxxx, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that New Fluor shall be -------- liable in any such case only to the -------- extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to Xxxxxx, its Affiliates or any of their respective representatives by or on behalf of New Fluor, its Affiliates or any of their respective representatives specifically for use in preparing such report or filing by Xxxxxx. (e) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, the Fluor Business, the operations and activities of DRIH Corporation or any other business conducted by the New Fluor Group, whether relating to, arising out of or due to occurrences or conditions prior to, on or after the Distribution Date, including, without limitation, those set forth on Schedule 3.01(d).

Indemnification by New Fluor. Subject to Section ---------------------------- 3.03, on and after the Distribution Date, New Fluor shall indemnify and hold harmless the Xxxxxx Group and each of its directors, officers and Affiliates (the "Xxxxxx Indemnified Parties") from and against: (a) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by New Fluor. (b) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Flour Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the New Fluor Group contained in any report of Parent filed with respect to any period entirely or partially prior to the Distribution Date required by or filed under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by Parent, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the New Fluor Group contained in any report of Xxxxxx filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by Xxxxxx, or the omission or alleged omission to state in any such report or filing a material fact concerning the New Fluor Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that New Fluor shall be -------- liable in any such case only to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to Xxxxxx, its Affiliates or any of their respective representatives by or on behalf of New Fluor, its Affiliates or any of their respective representatives specifically for use in preparing such report or filing by Xxxxxx. (e) all Losses of the Xxxxxx Indemnified Parties relating to, arising out of or due to, directly or indirectly, the Fluor Business, the operations and activities of DRIH Corporation Business or any other business conducted by the New Fluor Group, whether relating to, arising out of or due to occurrences or conditions prior to, on or after the Distribution Date, including, without limitation, those set forth on Schedule 3.01(d).