Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective Time, SpinCo shall indemnify, defend and hold harmless ParentCo and its Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of ParentCo or any of its Affiliates (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns (collectively, the “ParentCo Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo Indemnitees relating to, arising out of or resulting from any of the following: (a) The failure of SpinCo, its Subsidiaries or any of their respective Affiliates or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, any SpinCo Liabilities in accordance with their respective terms; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)); (c) Litigation matters that relate to the SpinCo Business prior to or after the Separation; (d) Except to the extent relating to a SpinCo Liability, any guarantee, indemnification or contribution obligation for the benefit of SpinCo or any of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries that survives the Distribution; (e) Any untrue statement, alleged untrue statement, omission or alleged omission of a material fact in the F-1, with respect to all information contained in the F-1 (except for any disclosure made explicitly in the ParentCo’s name); and (f) Any breach by SpinCo of this Agreement or any of the Ancillary Agreements.

Indemnification by SpinCo. Except as otherwise provided in this Agreement or any Ancillary AgreementSpinCo shall, following and shall cause the Effective Timeother members of the SpinCo Group to, SpinCo shall indemnify, defend and hold harmless ParentCo Parent, each member of the Parent Group and its Affiliates each of their respective past, present and all Persons who at any time prior to the Effective Time were future directors, officers, agents or employees of ParentCo or any of its Affiliates (and agents, in each case, case in their respective capacities as such), in and each case, together with their respective of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “ParentCo Parent Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo Parent Indemnitees to the extent relating to, arising out of or resulting from from, directly or indirectly, any of the following:following items (without duplication): (a) The any SpinCo Liability; (b) any failure of SpinCo, its Subsidiaries or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly dischargedischarge in accordance with their respective terms any SpinCo Liabilities, whether prior to to, on or after the Effective Time, any SpinCo Liabilities in accordance with their respective terms; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)); (c) Litigation matters that relate to any breach by SpinCo or any other member of the SpinCo Business prior to Group of this Agreement or after any of the SeparationAncillary Agreements; (d) Except to the extent relating to a SpinCo Liability, any guarantee, indemnification or contribution obligation for obligation, surety bond or other credit support agreement, arrangement, commitment or understanding in respect of a SpinCo Liability, that is provided by any member of the benefit of SpinCo or any of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries Parent Group and that survives following the Distribution;; and (e) Any any untrue statement, statement or alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information contained in the F-1 Form 10, the Information Statement (except for as amended or supplemented if SpinCo shall have furnished any disclosure made explicitly in the ParentCo’s name); and (famendments or supplements thereto) Any breach by SpinCo of this Agreement or any other Disclosure Document, other than the matters described in clause (e) of the Ancillary AgreementsSection 4.3.

Indemnification by SpinCo. Except as otherwise provided specifically set forth in this Agreement (including Section 9.13) or in any Ancillary AgreementTransaction Document, following from and after the Distribution Effective Time, to the fullest extent permitted by Law, SpinCo shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless ParentCo iStar, each other member of the iStar Group (including the SAFE Group after the effective time of the Merger) and its Affiliates each of their respective past, present and all Persons who at any time prior to the Effective Time were future directors, officers, agents or employees of ParentCo or any of its Affiliates (and agents, in each case, case in their respective capacities as such), in and each case, together with their respective of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “ParentCo iStar Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo iStar Indemnitees to the extent relating to, arising out of or resulting from from, directly or indirectly, any of the following:following items (without duplication): (a) The any Assumed Liability, or any failure of SpinCo, its Subsidiaries or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Assumed Liabilities in accordance with their respective terms, whether prior to, on or after the Distribution Effective Time; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e))third-party claims relating to the Transferred Business or Transferred Assets; (c) Litigation matters that relate to any breach by SpinCo or any other member of the SpinCo Business prior to or after Group of any of the SeparationTransaction Documents; (d) Except to the extent relating to a SpinCo Liability, any guarantee, indemnification or contribution obligation for the benefit of use by SpinCo or any other member of the SpinCo Subsidiaries by ParentCo or Group of any of ParentCo Subsidiaries that survives Know-How licensed to the DistributionSpinCo Group pursuant to this Agreement; (e) Any any untrue statement, statement or alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information contained in the F-1 (except for Form 10, the Information Statement, or any disclosure made explicitly other Disclosure Document filed by SpinCo or any member of the SpinCo Group, other than the matters described in the ParentCo’s nameSection 4.3(d); and (f) Any breach by SpinCo any untrue statement or alleged untrue statement of this Agreement 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, with respect to statements made explicitly in SpinCo’s or any SpinCo Group member’s name in the Joint Proxy Statement / Prospectus or any other Disclosure Document filed by iStar or any member of the Ancillary AgreementsiStar Group; it being agreed that all other information in the Joint Proxy Statement / Prospectus or any other Disclosure Document filed by iStar or any member of the iStar Group shall be deemed to be information supplied by iStar or any member of the iStar Group.

Indemnification by SpinCo. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective TimeSections 3.5 and 3.6, SpinCo shall, and in the case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member of the SpinCo Group to, indemnify, defend and hold harmless ParentCo RemainCo, each member of the RemainCo Group and its Affiliates their respective Affiliates, successors and assigns, and all Persons who at stockholders (other than stockholders of any time prior to publicly traded member of the Effective Time were RemainCo Group), directors, officers, agents or employees of ParentCo or any member of its Affiliates the RemainCo Group (in each case, in their respective capacities as such), in each case, together with and their respective heirs, executors, administrators, successors and assigns (collectively, the “ParentCo RemainCo Indemnitees”), ) from and against any and all Liabilities and related losses Losses of the ParentCo RemainCo Indemnitees relating to, arising out of or resulting from any of the following:following (without duplication): (a) The the failure of SpinCo, its Subsidiaries SpinCo or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time; (b) The any SpinCo Liabilities Liability (including any subsequently identified SpinCo Liabilities under Section 2.2(e)Specified Liability); (c) Litigation matters that relate to any breach by SpinCo or any member of the SpinCo Business prior 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 or after the Separation;any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and (d) Except to the extent relating to a SpinCo Liability, any guarantee, indemnification untrue statement or contribution obligation for the benefit of SpinCo or any of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries that survives the Distribution; (e) Any untrue statement, alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information Information contained in the F-1 Registration Statement or the Information Statement (except other than Information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for any disclosure made explicitly inclusion in the ParentCo’s nameRegistration Statement or the Information Statement); and (f) Any breach by SpinCo in each case, regardless of this Agreement when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any of the Ancillary Agreements.such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless

Indemnification by SpinCo. Except as otherwise provided specifically set forth on Schedule 4.2, in this Agreement or in any Ancillary Agreement, following to the Effective Timefullest extent permitted by applicable Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless ParentCo Parent, each member of the Parent Group and its Affiliates each of their respective past, present and all Persons who at any time prior to the Effective Time were future directors, officers, agents or employees of ParentCo or any of its Affiliates (and agents, in each case, case in their respective capacities as such), in and each case, together with their respective of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “ParentCo Parent Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following:following items (without duplication): (a) The any SpinCo Liability; (b) any failure of SpinCo, its Subsidiaries or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Liabilities in accordance with their respective terms; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)), whether prior to, on or after the Effective Time; (c) Litigation matters that relate to any breach by SpinCo or any other member of the SpinCo Business prior to Group of this Agreement or after any of the SeparationAncillary Agreements; (d) Except the conduct of any business, operation or activity by SpinCo or any member of the SpinCo Group whether before or after the Effective Time; (e) except to the extent relating it relates to a SpinCo Parent Liability, any guarantee, indemnification or contribution obligation obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo or Group by any member of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries the Parent Group that survives following the Distribution;, including, but not limited to, the Real Estate Guarantees; and (ef) Any any untrue statement, statement or alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information contained in the F-1 Form 10, the Information Statement (except for as amended or supplemented if SpinCo shall have furnished any disclosure made explicitly amendments or supplements thereto) or any other Disclosure Document, other than the matters described in the ParentCo’s name); and clause (f) Any breach by SpinCo of this Agreement or any of the Ancillary AgreementsSection 4.3.

Indemnification by SpinCo. Except as otherwise provided specifically set forth in this Agreement (including Section 5.11 herein) or in any Ancillary Agreement, following to the Effective Timefullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless ParentCo Parent, each member of the Parent Group and its Affiliates each of their respective past, present and all Persons who at any time prior to the Effective Time were future directors, officers, agents or employees of ParentCo or any of its Affiliates (and agents, in each case, case in their respective capacities as such), in and each case, together with their respective of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “ParentCo Parent Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following:following items (without duplication): (a) The any SpinCo Liability; (b) any failure of SpinCo, its Subsidiaries or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Liabilities in accordance with their respective terms; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)), whether prior to, on or after the Separation Time; (c) Litigation matters that relate to any breach by SpinCo or any other member of the SpinCo Business prior to Group of this Agreement or after any of the SeparationAncillary Agreements (other than the IP Matters Agreement, Transition Services Agreement and Arrangement Agreement, of which indemnification obligations of the Parties are specified thereunder); (d) Except except to the extent relating it relates to a SpinCo Parent Liability, any guarantee, indemnification or contribution obligation obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo or Group by any member of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries the Parent Group that survives following the Distribution;Separation; and (e) Any any untrue statement, statement or alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information (i) contained in the F-1 IPO Registration Statement, any Prospectus or any Canadian Prospectus (except including in any amendments or supplements thereto) (other than in each case information provided by Parent to SpinCo specifically for any disclosure made explicitly inclusion in the ParentCo’s nameIPO Registration Statement, any Prospectus or any Canadian Prospectus); and , (fii) Any breach contained in any public filings made by SpinCo of this Agreement with the SEC or any the Canadian Securities Authorities following the date of the Ancillary AgreementsIPO, or (iii) provided by SpinCo to Parent specifically for inclusion in Parent’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the SpinCo Group or (y) the SpinCo Business or (B) Parent has provided prior written notice to SpinCo that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided, that this subclause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any member of the Parent Group, including as a result of any misstatement or omission of any information by any member of the Parent Group to SpinCo; provided, further, that this clause (e) shall not apply to any indemnifiable matters set forth in Section 5.1 of the Arrangement Agreement, which shall be governed by the terms of the Arrangement Agreement.

Indemnification by SpinCo. Except as otherwise provided specifically set forth in this Agreement or in any Ancillary AgreementAgreement or as otherwise agreed to in writing by the Parties, following to the Effective Timefullest extent permitted by applicable Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless ParentCo Parent, each member of the Parent Group and its Affiliates each of their respective past, present and all Persons who at any time prior to the Effective Time were future directors, officers, agents or employees of ParentCo or any of its Affiliates (and agents, in each case, case in their respective capacities as such), in and each case, together with their respective of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “ParentCo Parent Indemnitees”), from and against any and all Liabilities and related losses of the ParentCo Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following:following items (without duplication): (a) The any SpinCo Liability; (b) any failure of SpinCo, its Subsidiaries or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Liabilities in accordance with their respective terms; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)), whether prior to, on or after the Effective Time; (c) Litigation matters that relate to any breach by SpinCo or any other member of the SpinCo Business prior to Group of this Agreement or after any of the SeparationAncillary Agreements; (d) Except the conduct of any business, operation or activity by SpinCo or any member of the SpinCo Group whether before or after the Effective Time; (e) except to the extent relating it relates to a SpinCo Parent Liability, any guarantee, indemnification or contribution obligation obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo or Group by any member of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries the Parent Group that survives following the Distribution;, including, but not limited to, the Real Estate Guarantees; and (ef) Any any untrue statement, statement or alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information contained in the F-1 Form 10, the Information Statement (except for as amended or supplemented if SpinCo shall have furnished any disclosure made explicitly amendments or supplements thereto) or any other Disclosure Document, other than the matters described in the ParentCo’s name); and clause (f) Any breach by SpinCo of this Agreement or any of the Ancillary AgreementsSection 4.3.

Indemnification by SpinCo. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Effective TimeSections 3.5 and 3.6, SpinCo shall, and in the case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member of the SpinCo Group to, indemnify, defend and hold harmless ParentCo RemainCo, each member of the RemainCo Group and its Affiliates their respective Affiliates, successors and assigns, and all Persons who at stockholders (other than stockholders of any time prior to publicly traded member of the Effective Time were RemainCo Group), directors, officers, agents or employees of ParentCo or any member of its Affiliates the RemainCo Group (in each case, in their respective capacities as such), in each case, together with and their respective heirs, executors, administrators, successors and assigns (collectively, the “ParentCo RemainCo Indemnitees”), ) from and against any and all Liabilities and related losses Losses of the ParentCo RemainCo Indemnitees relating to, arising out of or resulting from any of the following:following (without duplication): (a) The the failure of SpinCo, its Subsidiaries SpinCo or any other member of their respective Affiliates the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge, whether prior to or after the Effective Time, discharge any SpinCo Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time; (b) The any SpinCo Liabilities Liability (including any subsequently identified SpinCo Liabilities under Section 2.2(e)Specified Liability); (c) Litigation matters that relate to any breach by SpinCo or any member of the SpinCo Business prior 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 or after the Separation;any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and (d) Except to the extent relating to a SpinCo Liability, any guarantee, indemnification untrue statement or contribution obligation for the benefit of SpinCo or any of SpinCo Subsidiaries by ParentCo or any of ParentCo Subsidiaries that survives the Distribution; (e) Any untrue statement, alleged untrue statement, statement of a material fact or omission or alleged omission of to state a material fact in required to be stated therein or necessary to make the F-1statements therein not misleading, with respect to all information Information contained in the F-1 Registration Statement or the Information Statement (except other than Information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for any disclosure made explicitly inclusion in the ParentCo’s nameRegistration Statement or the Information Statement); and (f) Any breach by SpinCo of this Agreement or any of the Ancillary Agreements.;