Common use of Indemnification by New Fluor Clause in Contracts

Indemnification by New Fluor. New Fluor shall ---------------------------- indemnify and hold harmless the Xxxxxx Indemnified Parties from and against: (a) All Losses relating to, or arising out of, or due to, directly or indirectly, (i) the management or investment of assets of any of the Fluor Plans with respect to all periods prior to and after the Distribution Date; excluding losses relating to the management or investment, after the Distribution Date, of assets relating to Xxxxxx Group participants or beneficiaries or (ii) claims by Xxxxxx Group participants or beneficiaries regarding the management or investment of the Xxxxxx Defined Benefit Plans prior to the Transfer Date for the period of time in which such plans were part of the Fluor Master Trust. (b) All Losses from assessments, fines or penalties imposed with respect to any of the Fluor Plans, by any governmental agency, federal or state, with jurisdiction in the premises with respect to all periods prior to and after the Distribution Date; excluding Losses arising from the administration of such Fluor Plans by or on behalf of the Xxxxxx Group following the Distribution Date. (c) All Losses relating to or arising out of any claims of whatever nature made by or on behalf of New Fluor Group participants or beneficiaries in any of the Plans, including but not limited to, claims under applicable federal or state law with respect to all periods prior to and after the Distribution Date. (d) All Losses which may be incurred with respect to Fluor Pension Benefit Plans with respect to all periods prior to and after the Distribution Date as a result of any withdrawal or any other liability under ERISA and/or Losses which may be incurred with respect to multi-employer plans contributed to by the New Fluor Group or, prior to the Distribution Date, contributed to by Parent, under the MPPAA.

Appears in 2 contracts

Samples: Distribution Agreement (Fluor Corp), Distribution Agreement (Massey Energy Co)

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Indemnification by New Fluor. New Fluor shall ---------------------------- indemnify and hold harmless the Xxxxxx Indemnified Parties from and against: (a) All Losses relating to, or arising out of, or due to, directly or indirectly, (i) the management or investment of assets of any of the Fluor Plans with respect to all periods prior to and after the Distribution Date; excluding losses relating to the management or investment, after the Distribution Date, of assets relating to Xxxxxx Group participants or beneficiaries or (ii) claims by Xxxxxx Group participants or beneficiaries regarding the management or investment of the Xxxxxx Defined Benefit Plans prior to the Transfer Date for the period of time in which such plans were part of the Fluor Master Trust. (b) All Losses from assessments, fines or penalties imposed with respect to any of the Fluor Plans, by any governmental agency, federal or state, with jurisdiction in the premises with respect to all periods prior to and after the Distribution Date; excluding Losses arising from the administration of such Fluor Plans by or on behalf of the Xxxxxx Group following the Distribution Date. (c) All Losses relating to or arising out of any claims of whatever nature made by or on behalf of New Fluor Group participants or beneficiaries in any of the Plans, including but not limited to, claims under applicable federal or state law with respect to all periods prior to and after the Distribution Date. (d) All Losses which may be incurred with respect to Fluor Pension Benefit Plans with respect to all periods prior to and after the Distribution Date as a result of any withdrawal or any other liability under ERISA and/or Losses which may be incurred with respect to multi-employer plans contributed to by the New Fluor Group or, prior to the Distribution Date, Date contributed to by Parent, under the MPPAA.

Appears in 1 contract

Samples: Distribution Agreement (Fluor Corp)

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Indemnification by New Fluor. New Fluor shall ---------------------------- indemnify and hold harmless the Xxxxxx Indemnified Parties from and against:; (a) All Losses relating to, or arising out of, or due to, directly or indirectly, (i) the management or investment of assets of any of the Fluor Plans with respect to all periods prior to and after the Distribution Date; excluding losses relating to the management or investment, after the Distribution Date, of assets relating to Xxxxxx Group participants or beneficiaries or (ii) claims by Xxxxxx Group participants or beneficiaries regarding the management or investment of the Xxxxxx Defined Benefit Plans prior to the Transfer Date for the period of time in which such plans were part of the Fluor Master Trust. (b) All Losses from assessments, fines or penalties imposed with respect to any of the Fluor Plans, by any governmental agency, federal or state, with jurisdiction in the premises with respect to all periods prior to and after the Distribution Date; excluding Losses losses arising from the administration of such Fluor Plans by or on behalf of the Xxxxxx Group following the Distribution Date. (c) All Losses relating to or arising out of any claims of whatever nature made by or on behalf of New Fluor Group participants or beneficiaries in any of the Plans, including but not limited to, claims under applicable federal or state law with respect to all periods prior to and after the Distribution Date. (d) All Losses which may be incurred with respect to Fluor Pension Benefit Plans with respect to all periods prior to and after the Distribution Date as a result of any withdrawal or any other liability under ERISA and/or Losses which may be incurred with respect to multi-multi- employer plans contributed to by the New Fluor Group or, prior to the Distribution Date, Date contributed to by Parent, under the MPPAA. (e) The indemnities set forth in this (S)7.05 shall include reasonable attorney's fees.

Appears in 1 contract

Samples: Distribution Agreement (Fluor Corp)

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