Common use of INDEMNIFICATION BY ROXIO Clause in Contracts

INDEMNIFICATION BY ROXIO. Subject to SECTION 1.4 or as otherwise provided in this Agreement, Roxio shall, for itself and as agent for each member of the Roxio Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Adaptec Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the Adaptec Indemnitees, or which are imposed upon the Adaptec Indemnitees, and that (without duplication) (i) primarily relate to, arise out of or result from the Roxio Business prior to the Separation Date other than any Liability which arises out of or results from the intentional and willful misconduct of an employee of the Adaptec Group other than an employee who becomes an employee of the Roxio Group; or that relate to, arise out of or result from any of the following items: (ii) the Roxio Business after the Separation Date; (iii) any Roxio Liability or any Roxio Contract other than any Liability which arises out of or results from the intentional and willful misconduct of an employee of the Adaptec Group prior to the Separation Date, other than an employee who becomes an employee of the Roxio Group; (iv) any breach by Roxio or any member of the Roxio Group of the Separation Agreement or any of the Ancillary Agreements (including this Agreement); and (v) any Form 10 Liabilities.

INDEMNIFICATION BY ROXIO. Subject to SECTION SECTIONS 1.4 and 1.5 or as otherwise provided in this Agreement, Roxio shall, for itself and as agent for each member of the Roxio Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Adaptec Indemnitees from and against any and all Liabilities that any third party seeks to impose upon the Adaptec Indemnitees, or which are imposed upon the Adaptec Indemnitees, and that (without duplication) (i) primarily relate to, arise out of or result from the Roxio Business prior to the Separation Date other than any Liability which arises out of or results from the intentional and willful misconduct of an employee of the Adaptec Group other than an employee who becomes an employee of the Roxio Group; or that relate to, arise out of or result from any of the following items: (ii) the Roxio Business after the Separation Date; (iii) any Roxio Liability or any Roxio Contract other than any Liability which arises out of or results from the intentional and willful misconduct of an employee of the Adaptec Group prior to the Separation Date, other than an employee who becomes an employee of the Roxio Group; (iv) any breach by Roxio or any member of the Roxio Group of the Separation Agreement or any of the Ancillary Agreements (including this Agreement); and (v) any Form 10 Liabilities.