Indemnification by Newco. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Newco OP shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless Vornado, Vornado OP, each other member of the Vornado Group and each of their respective past, present and future directors, trustees, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Vornado Indemnitees”), from and against any and all Liabilities of the Vornado Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
(a) any Newco Liability;
(b) any failure of Newco, any other member of the Newco Group or any other Person to pay, perform or otherwise promptly discharge any Newco Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
(c) any breach by Newco or any other member of the Newco Group of this Agreement or any of the Ancillary Agreements; and
(d) except to the extent it relates to a Vornado Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Newco Group by any member of the Vornado Group that is required to be novated pursuant to Section 2.5 of this Agreement and that survives following the Distribution (other than as a result of a breach thereof by any member of the Vornado Group after the Effective Time). In order to induce Vornado and Vornado OP to enter into this Agreement and for other good and valuable consideration, Newco hereby irrevocably guarantees the due and punctual performance and observance by Newco OP of its obligations contained in this Section 4.2, subject, in each case, to all of the terms, provisions and conditions herein, and Vornado, Vornado OP and the other Vornado Indemnitees shall not be required to seek recovery pursuant to any set-off of any amounts payable under this Agreement or otherwise prior to seeking recovery from Newco; provided that Newco shall in no event be liable for any percentage of indemnification obligations that exceeds its then current ownership percentage in Newco OP.
Indemnification by Newco. Subject to the limitations contained in Section 7.06, from and after the Closing Date, Newco will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each Parent and its successors, assigns and Affiliates (and its and their respective directors, officers, employees, agents and Representatives) (each a “Parent Indemnitee,” and collectively, the “Parent Indemnitees”) from and against, and will reimburse the Indemnitees with respect to, any and all Losses that result from, relate to or arise out of (i) any breach by Newco of any obligation to be performed by it under this Agreement from and after the Closing, (ii) all Liabilities of Newco and each Contributed Subsidiary, in each case to the extent that such Liabilities arose during or relate to any period (or portion thereof) that takes place on or after the Closing, and (iii) after the Third Termination Date (including any extension thereof with respect to any particular matter pursuant to Section 7.06(b)(ii)), all Third Party Claims relating to any Liabilities arising out of any violations of Environmental Law or Releases at, on, under or migrating to or from any Contributed Subsidiary’s Real Property, regardless of whether such Liabilities arose during or relate to any period before, at or after the Closing.
Indemnification by Newco. Except as otherwise set forth herein, Newco, for itself and its Affiliates and their respective successors and assigns, shall indemnify, defend and hold harmless Wellsford Parent, each of its trustees, officers, employees and agents, and each Affiliate of Wellsford Parent, and each of the heirs, executors, successors and assigns of any of the foregoing (the "Wellsford Parent Indemnitees") from and against any and all Losses of the Wellsford Parent Indemnitees arising out of, by reason of or otherwise in connection with the Newco Liabilities, except as otherwise provided in the Credit Enhancement Agreement and the Palomino Agreement.
Indemnification by Newco. Newco shall indemnify, defend and hold harmless the Company, PBC and each of the Broadcasting Subsidiaries and their respective successors-in-interest, and each of their respective past and present officers and directors against any losses, claims, damages or liabilities, joint or several, arising out of or in connection with the Assumed Liabilities, the Contributed Assets or the operations of any of the businesses contributed to the Newco Group, except as otherwise provided in the Merger Agreement, including Sections 6.06(f), 6.09, and 6.25
Indemnification by Newco. From and after the Closing Date, Newco shall indemnify and defend and hold Hxxxxx and its Subsidiaries, directors, officers, partners, employees, representatives and agents (collectively with Hxxxxx, the “Hxxxxx Indemnified Persons”) harmless from and against any and all Losses incurred by any Hxxxxx Indemnified Person (whether or not involving a third-party claim) arising out of or relating to (a) any breach by Newco or any of its Subsidiaries of any covenants of Newco contained in this Agreement to be performed by Newco or any of its Subsidiaries following the Closing (it being agreed that any action or inaction approved by the Board of Directors of Newco shall not be subject to indemnity under this Section 12.2 if a majority of the directors of Newco at the time of such action or inaction were Class B Directors (as such term is defined in the Investor Agreement), (b) any Assumed Liability, (c) any Liability arising out of or relating to the operation of the businesses or Properties or Liabilities of (i) Stratex prior to the Closing or (ii) Newco and/or any of its Subsidiaries on or after the Closing.
Indemnification by Newco. Newco shall indemnify and hold harmless the Company and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Company Indemnified Party”) from and against any and all Losses suffered or incurred by them arising out of or resulting from the following:
(a) the breach of any covenant or agreement by Newco contained in this Agreement solely to the extent that such Losses are incurred as a result of Third Party Claims made against a Company Indemnified Party; or
(b) the Assumed Liabilities solely to the extent that such Losses are incurred as a result of Third Party Claims made against a Company Indemnified Party with respect to such Assumed Liability.
Indemnification by Newco. (a) Except as otherwise specifically provided in any Reorganization Agreement and subject to the provisions of this Article II, Newco shall indemnify, defend and hold harmless the Acquiror Indemnitees from and against, and pay or reimburse the Acquiror Indemnitees for, all Indemnifiable Losses, as incurred:
(i) relating to or arising from the Contributed Assets or the Assumed Liabilities, including without limitation the Special Liabilities (including the failure by Newco or any member of the Newco Group to pay, perform or otherwise discharge such Assumed Liabilities in accordance with their terms), whether such Indemnifiable Losses relate to or arise from events, occurrences, actions, omissions, facts or circumstances occurring, existing or asserted before, at or after the Effective Time;
(ii) arising from or based upon any untrue statement or alleged untrue statement of a material fact contained in any of the Filings or in the Consent Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; but only in each case with respect to information provided by the Company relating to the Newco Group or the Company contained in or omitted from the Filings or the Consent Statement;
(iii) relating to or arising from the breach by any member of the Newco Group of any agreement or covenant contained in a Reorganization Agreement which does not by its express terms expire at the Effective Time or which is not by its express terms required to be performed prior to the Effective Time;
(iv) relating to or arising from any breach of or inaccuracy in any representation or warranty of the Company contained in the Merger Agreement;
(v) relating to or arising from any Preexisting Environmental Condition relating to the Aerospace Business, the Defense Business or the Additional Retained Facilities;
(vi) relating to or arising from any actual or alleged criminal violation of any law, rule or regulation of any Governmental Entity by the Company or any of its Subsidiaries or any director, officer, employee or agent of the Company or any of its Subsidiaries ("Criminal Matters") occurring or alleged to have occurred prior to the Time of Contribution;
(vii) relating to or arising from any breach of any covenant or agreement of the Company contained in the Merger Agreement assumed by Newco pursuant to the Distributi...
Indemnification by Newco. Notwithstanding anything in this Agreement to the contrary, from and after the Closing, and subject to Section 11.04, Section 11.08 and Section 11.09, Newco shall indemnify, defend and hold harmless:
(a) the GE Indemnified Parties against any Losses that any GE Indemnified Party may suffer, incur, or become subject to as result of (i) any claim or cause of action by any Person arising before, on or after the Closing Date against any GE Indemnified Party with respect to the NBCU Entities, the ownership, operation or use of the NBCU Assets or the operations of the NBCU Businesses (including all actions of the NBCU Entities and Newco’s actions with respect to the NBCU Entities or the ownership, operation or use of the NBCU Assets subsequent to the Closing), other than any such claim or cause of action which would constitute an Excluded NBCU Liability for which GE would otherwise be required to indemnify Newco Indemnified Parties or Comcast Indemnified Parties pursuant to Section 11.01(a) (after giving effect to the provisions of Section 11.01(b)); or (ii) any Assumed NBCU Liability; and
(b) the Comcast Indemnified Parties against any Losses that any Comcast Indemnified Party may suffer, incur, or become subject to as result of (i) any claim or cause of action by any Person arising before, on or after the Closing Date against any Comcast Indemnified Party with respect to the Contributed Comcast Subsidiaries, the ownership, operation or use of the Comcast Assets or the operations of the Contributed Comcast Businesses (including all actions of the Contributed Comcast Subsidiaries and Newco’s actions with respect to the Contributed Comcast Subsidiaries or the ownership, operation or use of the Comcast Assets subsequent to the Closing), other than any such claim or cause of action which would constitute an Excluded Comcast Liability or for which Comcast would otherwise be required to indemnify Newco Indemnified Parties or GE Indemnified Parties pursuant to Section 11.02(a) (after giving effect to the provisions of Section 11.02(b)); or (ii) any Assumed Comcast Liability.
Indemnification by Newco. 3 2.2. Indemnification by the Company ..................... 6 2.3. Procedures Relating to Indemnification ............. 7 2.4. Certain Limitations ................................ 12 2.5. Limitation on Newco's Indemnification Obligation under Section 2.1(a)(iv) ................ 13 2.6. Exclusivity of Tax Allocation Agreement ............ 14 ARTICLE III OTHER AGREEMENTS
Indemnification by Newco. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Newco OP shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless Vornado, Vornado OP, each other member of the Vornado Group and each of their respective past, present and future directors, trustees, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Vornado Indemnitees”), from and against any and all Liabilities of the Vornado Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
