Indemnification by the United Converting Holder Sample Clauses

Indemnification by the United Converting Holder. From and after the Effective Time, the United Converting Holder shall indemnify and hold harmless HoldCo and its Subsidiaries from and against any and all Losses actually suffered or incurred by HoldCo and its Subsidiaries to the extent resulting from any of the matters set forth on (a) Section 11.3 of the Company Disclosure Letter, (b) Third Party Expenses, (c) any breach by United (including on behalf of its affiliated Company Converting Holder) of any of its representations and warranties contained in Article VI of this Agreement, (d) any breach by United or its Affiliates of any of its covenants or agreements contained in this Agreement and (e) any fraud by or on behalf of United in connection with the Mergers, the Stock Purchase or the other Transactions.