Indemnification by WhiteWave Group Clause Samples

Indemnification by WhiteWave Group. Subject to the provisions hereof, WhiteWave shall, and shall cause each other entity in the WhiteWave Group as of the Contribution Closing to, jointly and severally, indemnify, defend and hold harmless ▇▇▇▇ Foods, each ▇▇▇▇ Foods Group Member, each of their respective past and present directors, officers and employees, and each of their respective successors and assigns (collectively, the “▇▇▇▇ Foods Indemnified Parties”) from and against any and all Damages incurred or suffered by the ▇▇▇▇ Foods Indemnified Parties arising or resulting from the following, whether such Damages arise or accrue prior to, at or following the Contribution Closing: (a) the failure of WhiteWave or any other WhiteWave Group Member or any other Person to pay, perform or otherwise properly discharge any of the WhiteWave Liabilities in accordance with their respective terms; (b) the WhiteWave Business or any WhiteWave Liability, including any Liabilities arising out of or relating to the Existing WhiteWave Litigation Matters; (c) any breach by WhiteWave or any WhiteWave Group Member of this Agreement or any Ancillary Document; and (d) 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, or incorporated by reference into, the IPO Registration Statement and any other documents filed with the SEC in connection with the IPO or the transactions contemplated in this Agreement, except to the extent such statement or omission is part of any ▇▇▇▇ Foods Disclosure Portion.