Common use of Indemnification by Trident Clause in Contracts

Indemnification by Trident. Except as otherwise specifically provided in any provision of this Agreement, any Ancillary Agreement or the Merger Agreement, following the Fountain Distribution Date, Trident shall, and shall cause the other members of the Trident Group to, indemnify, defend and hold harmless the Fountain Indemnitees from and against any and all Indemnifiable Losses of the Fountain Indemnitees, arising out of, by reason of or otherwise in connection with (a) the Trident Retained Liabilities or alleged Trident Retained Liabilities, including, after the Fountain Distribution Date, the failure of Trident or any member of the Trident Group to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such Liabilities, (b) any breach by Trident of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder and (c) any breach by Trident or any of its Affiliates (including Fountain other than with respect to any post-Closing obligation of Fountain) of any covenant, or inaccuracy of any representation and warranty made by Trident, in the Merger Agreement that survives the Closing under Section 8.01 of the Merger Agreement; provided that any claim with respect to indemnification pursuant to this clause (c) is made in reasonable written detail consistent with Section 8.5(a) or Section 8.5(b) prior to the termination of the relevant covenant, representation or warranty as contemplated by such Section 8.01; provided further that this Section 8.2 shall not apply with respect to any Assumed Trident Contingent Liability, in which case Article VII shall apply.

Indemnification by Trident. Except as otherwise specifically provided in any provision (a) From and after the Closing Date, subject to the other provisions of this Agreement, any Ancillary Agreement or the Merger Agreement, following the Fountain Distribution DateArticle 11, Trident shallagrees to indemnify NXP, its Subsidiaries (other than Trident and shall cause its Subsidiaries) and their respective officers, directors and employees (collectively, the other members “Indemnified NXP Persons”) and to hold each of the Trident Group to, indemnify, defend and hold them harmless the Fountain Indemnitees from and against any and all Indemnifiable Losses Damages suffered, paid or incurred by such Indemnified NXP Person arising out of or in connection with, resulting from or caused by (without duplication): (i) any Liability arising out of the Fountain IndemniteesPre-Closing Restructuring or the Pre-Closing Carve-Out Agreements that is expressly provided in this Agreement to be borne by Trident, arising out ofany of the Transferred Newcos or any of the Companies; (ii) any failure to timely pay, by reason discharge and fulfill any of or otherwise in connection with the Assumed Liabilities; (aiii) any breach of any of the Trident Retained Liabilities Core Representations (it being understood that for purposes of this Section 11.3(a) any qualifications or alleged exceptions relating to materiality or Material Adverse Effect shall be disregarded for purposes of determining the amount of Damages incurred); (iv) any breach by Trident Retained Liabilities, including, after the Fountain Distribution Date, the failure or Trident Cayman of any covenant or agreement of Trident or Trident Cayman contained in this Agreement or any member of the Trident Group to pay, perform, fulfill, discharge and, Ancillary Agreement to the extent applicable, comply with, in due course such covenant or agreement is by its terms to be performed after the Closing Date and in full, (v) any such Liabilities, (b) Taxes for which Trident is responsible pursuant to Section 8.1 and/or Liability arising out of or resulting from any breach by Trident of any provision of its covenants and agreements in Section 8.1(d). (b) Any indemnification of Indemnified NXP Persons arising under this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims Section 11.3 shall be made thereunder effected in a manner that accounts for NXP’s ownership of Trident Common Stock by multiplying the amount of the Damages that would otherwise be indemnified by a fraction the numerator of which is one (1) and the denominator of which is one (1) minus the percentage (expressed as a decimal) of the outstanding shares of Trident Common Stock owned by NXP. (c) Trident shall not have any breach by Trident liability under Section 11.3(a)(iii) to any Indemnified NXP Person in respect of any individual claim (or any set of its Affiliates (including Fountain other claims related to the same or substantially the same set of circumstances) of less than $25,000. The Indemnified NXP Persons shall not be entitled to indemnification for aggregate damages with respect to any post-Closing obligation of Fountain) of any covenant, or inaccuracy of any representation and warranty made by Trident, in the Merger Agreement that survives the Closing under Section 8.01 of the Merger Agreement; provided that any claim with respect to claims for indemnification pursuant to this clause (cSection 11.3(a)(ii) is made in reasonable written detail consistent with Section 8.5(a) or Section 8.5(b) prior to the termination excess of the relevant covenant, representation or warranty as contemplated by such Section 8.01; provided further that this Section 8.2 shall not apply with respect to any Assumed Trident Contingent Liability, in which case Article VII shall applyIndemnity Cap.