Indemnification by New NGC and NGSC. Subject to Section 5.4, following the Distribution, New NGC and NGSC shall jointly and severally indemnify, defend and hold harmless HII, each HII Entity and each of their respective current, former and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “HII Indemnitees”), from and against any and all Liabilities of the HII Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the Retained Liabilities; and (b) any breach by any New NGC Entity of this Agreement or any of the Ancillary Agreements (other than the Tax Matters Agreement and the Xxxxxxx Indemnity Agreement, which shall be subject to the provisions contained therein).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Northrop Grumman Corp /De/), Separation and Distribution Agreement (Huntington Ingalls Industries, Inc.), Separation and Distribution Agreement (Huntington Ingalls Industries, Inc.)
