Indemnification by Valero. Subject to Section 5.4, Valero shall, and shall cause the other members of the Valero Group to, indemnify, defend and hold harmless Corner Store, each member of the Corner Store Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Corner Store Indemnitees”), from and against any and all Liabilities of the Corner Store Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the failure of Valero or any other member of the Valero Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to or after the Distribution Date or the date hereof; (b) the Valero Business and the Excluded Assets; (c) the Excluded Liabilities; (d) any Corporate Action or Action relating exclusively to the Valero Business from which Valero is unable to cause a Corner Store Group party to be removed pursuant to Section 5.6(d); (e) any failure by Valero or a member of the Valero Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 5.4(d); (f) any untrue statement or alleged untrue statement of 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 all information contained in any of the Form 10 (including in any amendments or supplements thereto), the Information Statement (as amended or supplemented if Corner Store shall have furnished any amendments or supplements thereto), any registration statement relating to the Retained Stock or the Senior Notes or any offering memorandum or other marketing materials prepared in connection with the Corner Store Financing Arrangements, in each case only to the extent provided in writing by Valero and solely concerning the Valero Group; and (g) any breach by Valero or any member of the Valero Group of this Agreement or any Ancillary Agreements.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (CST Brands, Inc.), Separation and Distribution Agreement (CST Brands, Inc.)
