Common use of Indemnification by Remainco Clause in Contracts

Indemnification by Remainco. Except as provided in Sections 3.5 and 3.6, RemainCo shall, and in case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member of the RemainCo Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “SpinCo Indemnitees”) from and against any and all Losses of the SpinCo Indemnitees relating to, arising out of or resulting from any of the following (without duplication): (a) the failure of RemainCo or any other member of the RemainCo Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time; (b) any RemainCo Liability (including any RemainCo Specified Liability); (c) any breach by RemainCo or any member of the RemainCo Group of any provision of this Agreement or of any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; (d) 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, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information Statement; and (e) Third Party Claims relating to, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name by any member of the RemainCo Group in any corporate name or in any of their respective businesses or operations, whether prior to, on or after the Distribution Date.

Indemnification by Remainco. Except In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as provided otherwise specifically set forth in Sections 3.5 and 3.6, RemainCo shallany provision of this Agreement, and in case of clauses (a)subject to Section 4.09, (b) from and (c) below shall in addition cause after the Appropriate Member of the RemainCo Group toDistribution, Remainco will indemnify, defend defend, release, discharge and hold harmless SpinCo, each member of the SpinCo Group FOX and its Affiliates and their respective Affiliates, successors current and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), former directors, officers, employees and agents or employees of any member and each of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and permitted assigns of any of the foregoing (collectively, the “SpinCo IndemniteesFOX Indemnified Parties” and, together with Remainco Indemnified Parties, the “Indemnified Parties”) ), on an After-Tax Basis, from and against any and all Losses of actually suffered or incurred by the SpinCo Indemnitees FOX Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):) to the fullest extent permitted by applicable Law: (a) the failure of RemainCo or any other member of the RemainCo Remainco Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities Remainco Liability in accordance with their respective terms, whether arising prior to, at on or after the Distribution TimeDistribution; (b) any RemainCo Liability (including any RemainCo Specified Remainco Liability);; and (c) any breach by RemainCo or any member of the RemainCo Remainco Group of any provision of this Agreement or of or, subject to Section 4.09 hereof, any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of indemnification provision or any specific limitation on liability provisions and other provisions applicable contained in any Ancillary Agreement; provided, however, with respect to any such breach set forth therein; (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact indemnification payment required to be stated therein made by Remainco (A) in respect of its or necessary to make the statements therein not misleading, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information Statement; and (e) Third Party Claims relating to, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name by any member of the RemainCo Group Remainco Group’s obligations under any Ancillary Agreement, such indemnification payment shall be made on an After-Tax Basis only to the extent required by the applicable Ancillary Agreement and (B) as a result of a breach of the covenants set forth in any corporate name Section 2.02(b) or in any of their respective businesses or operationsSection 2.02(h), whether prior to, such payment shall not be made on or after the Distribution Datean After-Tax Basis.

Indemnification by Remainco. Except as provided in Sections 3.5 and 3.6In addition to any other provision of this Agreement requiring indemnification, RemainCo shall, and in case of clauses (a), (b) and (c) below Remainco shall in addition cause the Appropriate Member of the RemainCo Group to, indemnify, defend defend, release, discharge and hold harmless SpinCoNew News Corporation, each member of the SpinCo New News Corporation Group and each of their respective Affiliates, successors current and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), former directors, officers, agents or employees of any member and employees, and each of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “SpinCo IndemniteesNew News Corporation Indemnified Parties,” and, together with Remainco Indemnified Parties, the “Indemnified Parties”) ), from and against any and all Losses or Liabilities of the SpinCo Indemnitees New News Corporation Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):) to the fullest extent permitted by applicable Law: (a) the failure of RemainCo Remainco or any other member of the RemainCo Remainco Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities Remainco Liability or any Contract, agreement or arrangement included in the Remainco Assets in accordance with their respective terms, whether arising prior to, at on or after the Distribution TimeDistribution; (b) any RemainCo Liability (including any RemainCo Specified Remainco Liability), Remainco Asset or the Remainco Business, whether arising prior to, on or after the Distribution; (c) any material breach by RemainCo Remainco or any member of the RemainCo Remainco Group of any provision of this Agreement or of or, subject to Section 4.10 hereof, any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of indemnification provision or any specific limitation on liability provisions and other provisions applicable to contained in any such breach set forth thereinAncillary Agreement; (d) 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, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information Statement; and (e) Third Party Claims relating to, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name breach by any member of the RemainCo Remainco Group of any of the Mixed Contracts, subject to any indemnification provision or any specific limitation on liability contained in any corporate name Ancillary Agreement; (e) the failure by Remainco to perform in connection with any Delayed Transfer Asset or in any Liability held by New News Corporation for Remainco’s benefit pursuant to Section 2.02(b); and (f) the FCC Broadcast Ownership Rules as a result of their respective businesses the acquisition or operations, whether prior to, on or after the Distribution Dateprospective acquisition by Remainco of an FCC Ownership Interest.

Indemnification by Remainco. Except In addition to any other provisions of this Agreement requiring indemnification and except as provided otherwise specifically set forth in Sections 3.5 and 3.6any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, RemainCo shall, shall and in case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member other members of the RemainCo Group to, to indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “SpinCo Indemnitees”) Indemnitees from and against any and all Indemnifiable Losses of the SpinCo Indemnitees relating toIndemnitees, arising out of, by reason of or resulting from otherwise in connection with any of the following items (without duplication): ): (a) the RemainCo Liabilities, or any failure of RemainCo or RemainCo, any other member of the RemainCo Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities in accordance with their respective terms, whether prior to, at on or after the Distribution Effective Time; , (b) any RemainCo Liability (including misstatement or alleged misstatement of a material fact contained in any RemainCo Specified Liability); (c) any breach document filed with the Commission by RemainCo or any member of the RemainCo Group of SpinCo Group, pursuant to the Securities Act or the Exchange Act, or any provision of this Agreement or of any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, solely with respect in each case to the extent, but only to the extent, that those Liabilities are caused by any such misstatement or omission or alleged misstatement or omission based upon information regarding RemainCo provided by RemainCo in writing that is either furnished to SpinCo expressly for inclusion in the Registration Statement or the Information Statement; and (e) Third Party Claims relating to, arising out of or resulting from the use any member of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name SpinCo Group by any member of the RemainCo Group in or incorporated by reference by any corporate name member of the SpinCo Group from any filings made by any member of the RemainCo Group with the Commission pursuant to the Securities Act or in any of their respective businesses the Exchange Act, and then only if that statement or operations, whether prior to, on omission was made or occurred after the Distribution DateEffective Time or (c) any breach by RemainCo of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Indemnification by Remainco. Except In addition to any other provisions of this Agreement requiring indemnification and except as provided otherwise specifically set forth in Sections 3.5 and 3.6, RemainCo shall, and in case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member any provision of the RemainCo Group toMerger Agreement, this Agreement or any Ancillary Agreement, from and after the Separation Effective Time, Remainco shall to the fullest extent permitted by law indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “SpinCo Indemnitees”) Spinco Indemnitees from and against any and all Indemnifiable Losses of the SpinCo Spinco Indemnitees to the extent relating to, arising out of, by reason of or resulting from any of the following (without duplication): otherwise in connection with (a) the Remainco Retained Liabilities, including the failure of RemainCo or any other member of the RemainCo Remainco Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities Remainco Retained Liability in accordance with their its respective terms, whether arising prior to, at or after the Distribution Separation Effective Time; ; (b) any RemainCo Liability (including any RemainCo Specified Liability); Remainco Retained Asset or Remainco Retained Business, whether arising prior to, at or after the Separation Effective Time; (c) any breach after the Separation Effective Time by RemainCo Remainco, or any member of the RemainCo Group Remainco Group, of any provision of this Agreement or of any of the Ancillary AgreementsAgreement unless such Ancillary Agreement expressly provides for separate indemnification therein, subject (in the which case of each of the Ancillary Agreements) to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; indemnification claims shall be made thereunder; (d) any untrue statement amendments, modifications or alleged untrue statement of a material fact or omission or alleged omission supplementations to state a material fact required the Separation Plan made by Remainco prior to be stated therein or necessary to make the statements therein not misleading, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information StatementSeparation Effective Time; and (e) Third Party Claims relating toany breach by Remainco of any covenant or other agreement contained in the Merger Agreement, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name which, by any member of the RemainCo Group in any corporate name or in any of their respective businesses or operationsits terms, whether prior to, on or is to be performed after the Distribution DateEffective Time or expressly survives under the Merger Agreement; (f) any matter set forth on Schedule 4.2(f), subject to the terms and limitations set forth on such Schedule; and (g) subject to the limitations set forth in Section 4.7(c), the matters set forth on Schedule 4.2(g).

Indemnification by Remainco. Except In addition to any other provisions of this Agreement requiring indemnification and except as provided otherwise specifically set forth in Sections 3.5 and 3.6, RemainCo shall, and in case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member any provision of the RemainCo Group toMerger Agreement, this Agreement or any Ancillary Agreement, from and after the Separation Effective Time, Remainco shall to the fullest extent permitted by law indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and their respective Affiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “SpinCo Indemnitees”) Spinco Indemnitees from and against any and all Indemnifiable Losses of the SpinCo Spinco Indemnitees to the extent relating to, arising out of, by reason of or resulting from any of the following (without duplication): otherwise in connection with (a) the Remainco Retained Liabilities, including the failure of RemainCo or any other member of the RemainCo Remainco Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities Remainco Retained Liability in accordance with their its respective terms, whether arising prior to, at or after the Distribution Time; Separation Effective Time; (b) any RemainCo Liability (including any RemainCo Specified Liability); Remainco Retained Asset or Remainco Retained Business, whether arising prior to, at or after the Separation Effective Time; (c) any breach after the Separation Effective Time by RemainCo Remainco, or any member of the RemainCo Group Remainco Group, of any provision of this Agreement or of any of the Ancillary AgreementsAgreement unless such Ancillary Agreement expressly provides for separate indemnification therein, subject (in the which case of each of the Ancillary Agreements) to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; indemnification claims shall be made thereunder; (d) any untrue statement amendments, modifications or alleged untrue statement of a material fact or omission or alleged omission supplementations to state a material fact required the Separation Plan made by Remainco prior to be stated therein or necessary to make the statements therein not misleading, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information StatementSeparation Effective Time; and (e) Third Party Claims relating toany breach by Remainco of any covenant or other agreement contained in the Merger Agreement, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name which, by any member of the RemainCo Group in any corporate name or in any of their respective businesses or operationsits terms, whether prior to, on or is to be performed after the Distribution DateEffective Time or expressly survives under the Merger Agreement; (f) any matter set forth on Schedule 4.2(f), subject to the terms and limitations set forth on such Schedule; and (g) subject to the limitations set forth in Section 4.7(c), the matters set forth on Schedule 4.2(g).

Indemnification by Remainco. Except as provided in Sections 3.5 and 3.6In addition to any other provision of this Agreement requiring indemnification, RemainCo shall, and in case of clauses (a), (b) and (c) below Remainco shall in addition cause the Appropriate Member of the RemainCo Group to, indemnify, defend defend, release, discharge and hold harmless SpinCoNew News Corporation, each member of the SpinCo New News Corporation Group and each of their respective Affiliates, successors current and assigns, and all stockholders (other than stockholders of any publicly traded member of the SpinCo Group), former directors, officers, agents or employees of any member and employees, and each of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “SpinCo IndemniteesNew News Corporation Indemnified Parties,” and, together with Remainco Indemnified Parties, the “Indemnified Parties”) ), from and against any and all Losses or Liabilities of the SpinCo Indemnitees New News Corporation Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):) to the fullest extent permitted by applicable Law: (a) the failure of RemainCo Remainco or any other member of the RemainCo Remainco Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities Remainco Liability or any Contract, agreement or arrangement included in the Remainco Assets in accordance with their respective terms, whether arising prior to, at on or after the Distribution TimeDistribution; (b) any RemainCo Liability (including any RemainCo Specified Remainco Liability), Remainco Asset or the Remainco Business, whether arising prior to, on or after the Distribution; (c) any material breach by RemainCo Remainco or any member of the RemainCo Remainco Group of any provision of this Agreement or of or, subject to Section 4.10 hereof, any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of indemnification provision or any specific limitation on liability provisions and other provisions applicable to contained in any such breach set forth thereinAncillary Agreement; (d) 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, solely with respect to information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information Statement; and (e) Third Party Claims relating to, arising out of or resulting from the use of the name “Xxxxxxx,” “Xxxxxx,” “Xxxxxxx and Xxxxxx,” “Xxxxxxx & Xxxxxx,” “B&W,” “PGG” or any similar name breach by any member of the RemainCo Remainco Group of any of the Mixed Contracts, subject to any indemnification provision or any specific limitation on liability contained in any corporate name Ancillary Agreement; (e) the failure by Remainco to perform in connection with any Delayed Transfer Asset or in any Liability held by New News Corporation for Remainco’s benefit pursuant to Section 2.02(b); and (f) the FCC Broadcast Ownership Rules or the FCC Program Access Rules as a result of their respective businesses the acquisition or operations, whether prior to, on prospective acquisition by Remainco of an FCC Ownership Interest or after the Distribution DateFCC MVPD Interest.