Common use of Indemnification by Pxxxxx Clause in Contracts

Indemnification by Pxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or 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 “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo 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 Parent Group by any member of the SpinCo Group that survives following the Distribution; 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 stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

Indemnification by Pxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Subject to the fullest extent permitted by Lawprovisions of this Section 4.1, Parent shallSection 4.3 and Section 4.4.3 hereof, and shall cause the other members of the Parent Group to, indemnify, defend Pxxxxx agrees to indemnify and hold harmless SpinCoeach Investor and each other holder of Registrable Securities, each member of the SpinCo Group and each of their respective pastofficers, present and future employees, affiliates, directors, officerspartners, employees or members, attorneys and agents, in each case in their respective capacities as such, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing Exchange Act) (collectivelyeach, the an “SpinCo IndemniteesInvestor Indemnified Party”), from and against any and all Liabilities of the SpinCo Indemnitees relating toexpenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or resulting from, directly or indirectly, based upon any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo 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 Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered, any preliminary prospectus, final prospectus or omission summary prospectus contained in the Registration Statement, or alleged any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such Registration (provided, however, that the statements set forth on Schedule 4.3(e) indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned); and Parent shall promptly reimburse the only statements Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made explicitly in Parent’s name in the Form 10such Registration Statement, the Information Statement preliminary prospectus, final prospectus, or summary prospectus, or any other Disclosure Documentsuch amendment or supplement, in reliance upon and all other in conformity with information contained furnished to Parent, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Parent also shall indemnify any Underwriter of the Form 10Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCosame basis as that of the indemnification provided above in this Section 4.1.

Indemnification by Pxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Parent agrees to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend indemnify and hold harmless SpinCoeach Investor and each other holder of Registrable Securities, each member of the SpinCo Group and each of their respective pastofficers, present and future employees, affiliates, directors, officerspartners, employees or members, attorneys and agents, in each case in their respective capacities as such, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the heirs, executors, successors and assigns of any Securities Act or Section 20 of the foregoing Exchange Act) (collectivelyeach, the an “SpinCo IndemniteesInvestor Indemnified Party”), from and against any and all Liabilities of the SpinCo Indemnitees relating toexpenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo 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 Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising out of or based upon any omission (or alleged omission omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that violation by Parent of the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other Disclosure Documentexpenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, or free writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such selling holder expressly for use therein, and all shall reimburse Parent, its directors and officers, and each other information contained selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Parent also shall indemnify any Underwriter of the Form 10Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter (within the Information Statement meaning of the Securities Act or any other Disclosure Document shall be deemed to be information supplied by SpinCothe Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this Section 4.1.