Common use of Indemnification by Remainco Clause in Contracts

Indemnification by Remainco. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, RemainCo shall and shall cause the other members of the RemainCo Group to indemnify, defend and hold harmless the SpinCo Indemnitees from and against any and all Indemnifiable Losses of the SpinCo Indemnitees, arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the RemainCo Liabilities, or any failure of 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 terms, whether prior to, on or after the Effective Time, (b) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the SpinCo Group, pursuant to the Securities Act or the Exchange Act, 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, 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 that is either furnished to any member of the SpinCo Group by any member of the RemainCo Group or incorporated by reference by any 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 the Exchange Act, and then only if that statement or omission was made or occurred after the Effective 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. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of the Merger Agreement, this Agreement or of any Ancillary Agreement, following from and after the Separation Effective Time, RemainCo Remainco shall and shall cause to the other members of the RemainCo Group to fullest extent permitted by law indemnify, defend and hold harmless the SpinCo Spinco Indemnitees from and against any and all Indemnifiable Losses of the SpinCo IndemniteesSpinco Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the RemainCo Remainco Retained Liabilities, or any including the failure of RemainCo, 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, on at or after the Separation Effective Time, ; (b) any misstatement Remainco Retained Asset or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the SpinCo GroupRemainco Retained Business, pursuant to the Securities Act whether arising prior to, at or the Exchange Act, 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, 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 that is either furnished to any member of the SpinCo Group by any member of the RemainCo Group or incorporated by reference by any 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 the Exchange Act, and then only if that statement or omission was made or occurred after the Separation Effective Time or Time; (c) any breach after the Separation Effective Time by RemainCo Remainco, or any member of the Remainco Group, 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; (d) any amendments, modifications or supplementations to the Separation Plan made by Remainco prior to the Separation Effective Time; (e) any breach by Remainco of any covenant or other agreement contained in the Merger Agreement, which, by its terms, is to be performed after the Effective 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. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of the Merger Agreement, this Agreement or of any Ancillary Agreement, following from and after the Separation Effective Time, RemainCo Remainco shall and shall cause to the other members of the RemainCo Group to fullest extent permitted by law indemnify, defend and hold harmless the SpinCo Spinco Indemnitees from and against any and all Indemnifiable Losses of the SpinCo IndemniteesSpinco Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the RemainCo Remainco Retained Liabilities, or any including the failure of RemainCo, 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, on at or after the Separation Effective Time, Time; (b) any misstatement Remainco Retained Asset or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the SpinCo GroupRemainco Retained Business, pursuant to the Securities Act whether arising prior to, at or the Exchange Act, 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, 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 that is either furnished to any member of the SpinCo Group by any member of the RemainCo Group or incorporated by reference by any 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 the Exchange Act, and then only if that statement or omission was made or occurred after the Separation Effective Time or Time; (c) any breach after the Separation Effective Time by RemainCo Remainco, or any member of the Remainco Group, 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 thereunderthereunder; (d) any amendments, modifications or supplementations to the Separation Plan made by Remainco prior to the Separation Effective Time; (e) any breach by Remainco of any covenant or other agreement contained in the Merger Agreement, which, by its terms, is to be performed after the Effective 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).