Common use of Indemnification by TWX Clause in Contracts

Indemnification by TWX. Subject to Section 6.05, TWX shall indemnify, defend and hold harmless AOL, each other member of the AOL Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AOL Indemnitees”), from and against any and all Liabilities of the AOL Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the TWX Business, including the failure of TWX or any other member of the TWX Group or any other Person to pay, perform or otherwise promptly discharge any Liability relating to, arising out of or resulting from the TWX Business in accordance with its terms, whether prior to or after the Distribution; (b) the TWX Retained Assets; (c) the TWX Liabilities; (d) any breach by TWX or any other member of the TWX Group of this Agreement; and (e) the waiver by TWX of any conditions in Section 4.02.

Indemnification by TWX. Subject to Section 6.056.04, TWX shall indemnify, defend and hold harmless AOL, each other member of the AOL Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “AOL Indemnitees”), from and against any and all Liabilities of the AOL Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the TWX Business, including the failure of TWX or any other member of the TWX Group or any other Person to pay, perform or otherwise promptly discharge any Liability relating to, arising out of or resulting from the TWX Business in accordance with its terms, whether prior to or after the Distribution; (b) the TWX Retained Assets; (c) the TWX Liabilities; (d) any breach by TWX or any other member of the TWX Group of this Agreement; and (e) the waiver by TWX of any conditions in Section 4.02.