Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication):

Appears in 7 contracts

Samples: Separation and Distribution Agreement (GE Vernova Inc.), Separation and Distribution Agreement (General Electric Co), Separation and Distribution Agreement (GE Vernova LLC)

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Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Kyndryl Holdings, Inc.), Separation and Distribution Agreement (Kyndryl Holdings, Inc.), Separation and Distribution Agreement (Kyndryl Holdings, LLC)

Indemnification by SpinCo. Subject to Section 6.04SpinCo shall, and shall cause the other members of the SpinCo shall Group to, indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former past, present and then-current future directors, officers officers, employees and employeesagents, in each case in their respective capacities as such, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Rxo, LLC)

Indemnification by SpinCo. Subject Following the Effective Time and subject to Section 6.045.04, SpinCo shall, and shall cause the other SpinCo Group Members to, indemnify, defend and hold harmless Parent, each other member of the Parent Group Member and each of their respective Affiliates, and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication):

Appears in 3 contracts

Samples: Separation and Distribution Agreement (PROG Holdings, Inc.), Separation and Distribution Agreement (Aaron's SpinCo, Inc.), Separation and Distribution Agreement (Aaron's SpinCo, Inc.)

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Indemnification by SpinCo. Subject to (a) Except as provided in Section 6.044.3, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers officers, authorized agents and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the "Parent Indemnitees"), from and against any and all Liabilities Losses of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication):

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Genesis Healthcare Corp), Separation and Distribution Agreement (Genesis Healthcare Corp)

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the 35 “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication):

Appears in 1 contract

Samples: Separation and Distribution Agreement (Phinia Inc.)

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