Indemnification by RNCS Clause Samples

Indemnification by RNCS. Subject to Section 5.4, RNCS shall indemnify RXi from and against Damages incurred by RXi, and each of its officers and directors and Affiliates, as a result of any of the following: (a) any failure of RNCS to discharge or perform when due any of the Assumed Obligations; and (b) RNCS’s ownership or operation of the Business after the Contribution Closing Date.