Common use of Indemnification by Newco Clause in Contracts

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. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary AgreementSection 5.04 and Section 5.05 and subject to Section 10.01, to the fullest extent permitted by Law, Newco OP NewCo shall, and shall cause its Subsidiaries the other members of the HomeAdvisor Group to, fully indemnify, defend and hold harmless Vornado, Vornado OPIAC, each other member of the Vornado IAC Group and each of their its respective past, present current and future former directors, trustees, officers, employees officers and agents, in each case in their respective capacities as suchemployees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Vornado IndemniteesIAC Indemnified Parties”), from and against any and all Liabilities of the Vornado Indemnitees IAC Indemnified Parties relating to, arising out of or resulting from, directly or indirectly, from any of the following items (without duplication): (a) the operation or conduct of the HomeAdvisor Business, any Newco HomeAdvisor Asset and any HomeAdvisor Liability, including any failure of NewCo or any other member of the HomeAdvisor Group to pay, perform or otherwise discharge promptly any HomeAdvisor Liability in accordance with its respective terms, whether prior to or after the Contribution Effective Time or the date of this Agreement, or, subject to Article 3, any Deferred HomeAdvisor Asset; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement, any of Newcothe Other Ancillary Agreements or the Merger Agreement, by NewCo or any other member of the Newco Group HomeAdvisor Group, subject to any limitation on liability set forth in any Other Ancillary Agreement for any such breach or any other Person failure to pay, perform or otherwise promptly discharge comply with any Newco Liabilities in accordance with their termscovenant, whether prior to, on undertaking or after the Effective Timeobligation under such Other Ancillary Agreement; (c) any breach by Newco obligation (including, for the avoidance of doubt, any penalty fees and interest) of any Remaining IAC Entity under any guarantee, bonding arrangement, letter of credit or any other member letter of the Newco Group of this Agreement or any of the Ancillary Agreements; andcomfort identified on Schedule 5.02(c); (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 use by any member of the Vornado HomeAdvisor Group that is allowed by this Agreement or any Other Ancillary Agreement after the Contribution Effective Time of the Intellectual Property owned by, or licensed by a Third Party to, a member of the IAC Group; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be novated pursuant stated therein or necessary to Section 2.5 make the statements therein not misleading, with respect to all information (i) contained in the S-4 Registration Statement or any preliminary, final or supplemental prospectus (including any preliminary, final or supplemental proxy statement/prospectus) forming a part of this Agreement and that survives following the Distribution S-4 Registration Statement or any filing by NewCo prior to the Contribution Effective Time under Rule 425 promulgated under the Securities Act (other than information provided by IAC to NewCo with respect to the IAC Remaining Entities or their Representatives specifically for inclusion in the S-4 Registration Statement, any preliminary, final or supplemental prospectus (including any preliminary, final or supplemental proxy statement/prospectus) forming a part of the S-4 Registration Statement or any filing by NewCo prior to the Contribution Effective Time under Rule 425 promulgated under the Securities Act), (ii) contained in any public filings made by NewCo with the SEC following the Contribution Effective Time or (iii) provided by NewCo to IAC specifically for inclusion in IAC’s annual or quarterly or current reports following the Contribution Effective Time to the extent (A) such information pertains to (x) a member of the HomeAdvisor Group or (y) the HomeAdvisor Business or the business of any Person that becomes a member of the HomeAdvisor Group following the Contribution Effective Time or (B) IAC has provided prior written notice to NewCo that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any Remaining IAC Entity, including as a result of a breach thereof any misstatement or omission by any member of the Vornado IAC 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; information provided that Newco shall in no event be liable for any percentage of indemnification obligations that exceeds its then current ownership percentage in Newco OPby NewCo.

Indemnification by Newco. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to From and after the fullest extent permitted by LawEffective Date, Newco OP shall, and shall cause its Subsidiaries to, indemnify, defend agrees to indemnify and hold harmless Vornado, Vornado OP, each other member of the Vornado Group (i) Cargill and each of their its Subsidiaries (other than Newco and its Subsidiaries), (ii) the respective past, present and future directors, trusteesmanagers, officers, officers and employees and agents, in each case in their respective capacities as such, and of each of Cargill and its Subsidiaries (other than Newco and its Subsidiaries) and (iii) the heirs, executors, respective successors and assigns of any each of the foregoing (collectivelyeach, the a “Vornado Indemnitees”Cargill Indemnitee“), on an After-Tax Basis, from and against any and all Liabilities of Losses incurred by such Cargill Indemnitees in connection with or arising from: A. 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 TimeXxxxxxx Fertilizer Liabilities; (c) B. any breach by Newco or any other member of the Newco Group of this Agreement or any of the Ancillary Agreements; andits covenants or agreements in Section 12.11; (d) except to the extent it relates to a Vornado Liability, C. any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit breach by Newco of any member of the its covenants or agreements in Section 9.07; or D. any breach by Newco Group by of any member of the Vornado Group its covenants or agreements in Sections 9.15, 9.24, 9.25 and 9.26; provided, however, that is Newco will not be required to be novated pursuant indemnify and hold harmless under this Section 9.21(b) with respect to Section 2.5 Losses incurred by Cargill Indemnitees under (i) clauses (A) or (B) unless the aggregate amount of this Agreement and that survives following the Distribution such Losses subject to indemnification by Newco exceed $5,000,000 (other than as a result any Losses in connection with or arising from the failure to pay, perform or discharge any Embedded Debt or the Restructuring Indebtedness, which shall not be subject to such $5,000,000 Loss threshold and which shall be immediately indemnifiable) or (ii) under clause (D) unless the aggregate amount of a breach thereof such Losses subject to indemnification by any member of the Vornado Group after the Effective Time). In order to induce Vornado Cargill exceeds $500,000; and Vornado OP to enter into this Agreement and for other good and valuable considerationprovided, further, that 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 indemnify and hold harmless with respect to any set-off Losses incurred by Cargill Indemnitees under clauses (A) or (B) of any amounts payable under this Agreement Section 9.21(b) unless Newco shall have received one or otherwise more written notices of Losses prior to seeking recovery from Newco; provided that the third anniversary of the Effective Date, or under clause (C) of this Section 9.21(b) unless Newco shall in no event be liable for any percentage have received one or more written notices of indemnification obligations that exceeds its then current ownership percentage in Losses prior to the first anniversary of the Effective Date, or under clause (D) of this Section 9.21(b) unless Newco OPshall have received one or more written notices of Losses prior to the seventh anniversary of the Effective Date.

Indemnification by Newco. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to From and after the fullest extent permitted by LawEffective Date, Newco OP shall, and shall cause its Subsidiaries to, indemnify, defend agrees to indemnify and hold harmless Vornado, Vornado OP, each other member of the Vornado Group (i) Cargill and each of their its Subsidiaries (other than Newco and its Subsidiaries), (ii) the respective past, present and future directors, trusteesmanagers, officers, officers and employees and agents, in each case in their respective capacities as such, and of each of Cargill and its Subsidiaries (other than Newco and its Subsidiaries) and (iii) the heirs, executors, respective successors and assigns of any each of the foregoing (collectivelyeach, the a “Vornado IndemniteesCargill Indemnitee”), on an After-Tax Basis, from and against any and all Liabilities of Losses incurred by such Cargill Indemnitees in connection with or arising from: A. 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 TimeCargill Fertilizer Liabilities; (c) B. any breach by Newco or any other member of the Newco Group of this Agreement or any of the Ancillary Agreements; andits covenants or agreements in Section 12.11; (d) except to the extent it relates to a Vornado Liability, C. any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit breach by Newco of any member of the its covenants or agreements in Section 9.07; or D. any breach by Newco Group by of any member of the Vornado Group its covenants or agreements in Sections 9.15, 9.24, 9.25 and 9.26; provided, however, that is Newco will not be required to be novated pursuant indemnify and hold harmless under this Section 9.21(b) with respect to Section 2.5 Losses incurred by Cargill Indemnitees under (i) clauses (A) or (B) unless the aggregate amount of this Agreement and that survives following the Distribution such Losses subject to indemnification by Newco exceed $5,000,000 (other than as a result any Losses in connection with or arising from the failure to pay, perform or discharge any Embedded Debt or the Restructuring Indebtedness, which shall not be subject to such $5,000,000 Loss threshold and which shall be immediately indemnifiable) or (ii) under clause (D) unless the aggregate amount of a breach thereof such Losses subject to indemnification by any member of the Vornado Group after the Effective Time). In order to induce Vornado Cargill exceeds $500,000; and Vornado OP to enter into this Agreement and for other good and valuable considerationprovided, further, that 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 indemnify and hold harmless with respect to any set-off Losses incurred by Cargill Indemnitees under clauses (A) or (B) of any amounts payable under this Agreement Section 9.21(b) unless Newco shall have received one or otherwise more written notices of Losses prior to seeking recovery from Newco; provided that the third anniversary of the Effective Date, or under clause (C) of this Section 9.21(b) unless Newco shall in no event be liable for any percentage have received one or more written notices of indemnification obligations that exceeds its then current ownership percentage in Losses prior to the first anniversary of the Effective Date, or under clause (D) of this Section 9.21(b) unless Newco OPshall have received one or more written notices of Losses prior to the seventh anniversary of the Effective Date.