Common use of Indemnification by Xxxxxxx International Clause in Contracts

Indemnification by Xxxxxxx International. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx International shall and shall cause the other members of the Xxxxxxx International Group to indemnify, defend and hold harmless the Xxxxxxx Electronics Indemnitees from and against any and all Indemnifiable Losses of the Xxxxxxx Electronics Indemnitees arising out of, by reason of or otherwise in connection with (a) the Retained Liabilities or alleged Retained Liabilities or (b) any breach by Xxxxxxx International 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. Notwithstanding the foregoing, for purposes of this Section 6.2, Xxxxxxx Electronics shall be deemed to have supplied all Information in connection with the “Business” section of the Form 10 and the “Business” section of the Information Statement, regardless of which entity actually makes such filing and under no circumstances shall Xxxxxxx International have any Liability or be obligated to indemnify any Xxxxxxx Electronics Indemnitee with respect thereto pursuant to this Section 6.2.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball Electronics, Inc.)

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