Indemnification by Vista Outdoor. Subject to Section 5.04, Vista Outdoor shall indemnify, defend and hold harmless Revelyst, each other member of the Revelyst 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 “Revelyst Indemnitees”), from and against any and all Liabilities of the Revelyst Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the Vista Outdoor Liabilities, including the failure of Vista Outdoor or any other member of the Vista Outdoor Group or any other Person to pay, perform or otherwise promptly discharge any Vista Outdoor Liability in accordance with its terms; and (b) any breach by Vista Outdoor or any other member of the Vista Outdoor Group of this Agreement (including any breach of the representations in Section 11.01(c)) or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling).
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Samples: Separation Agreement (Vista Outdoor Inc.), Separation Agreement (Revelyst, Inc.), Separation Agreement (Vista Outdoor Inc.)
Indemnification by Vista Outdoor. Subject to Section 5.046.04, Vista Outdoor shall indemnify, defend and hold harmless Revelyst[Outdoor Products], each other member of the Revelyst [Outdoor Products] 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 “Revelyst [Outdoor Products] Indemnitees”), from and against any and all Liabilities of the Revelyst [Outdoor Products] Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):
(a) the Vista Outdoor Liabilities, including the failure of Vista Outdoor or any other member of the Vista Outdoor Group or any other Person to pay, perform or otherwise promptly discharge any Vista Outdoor Liability in accordance with its terms; and;
(b) any breach by Vista Outdoor or any other member of the Vista Outdoor Group of this Agreement (including any breach of the representations in Section 11.01(c)) or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate or conflicting indemnification therein (which shall be controlling); and
(c) any breach by Vista Outdoor of any of the representations and warranties made by Vista Outdoor on behalf of itself and the members of the Vista Outdoor Group in Section 12.01(c).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Outdoor Products Spinco Inc.)