Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx shall indemnify, defend and hold harmless the Veralto Indemnitees from and against any and all Indemnifiable Losses of the Veralto Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Xxxxxxx 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.

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx shall indemnify, defend and hold harmless the Veralto Envista Indemnitees from and against any and all Indemnifiable Losses of the Veralto Envista Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Xxxxxxx 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.

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx Veralto shall and shall cause the other members of the Veralto Group to indemnify, defend and hold harmless the Veralto Xxxxxxx Indemnitees from and against any and all Indemnifiable Losses of the Veralto Xxxxxxx Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Veralto Liabilities, including the failure of any member of the Xxxxxxx Veralto Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Veralto Liability in accordance with its respective terms, whether prior to, at or after the Effective Time, (b) any Veralto Asset or Veralto Business, whether arising prior to, at or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Xxxxxxx Veralto 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, or (d) any Liabilities of the Xxxxxxx Group under any of the agreements listed on Schedule 5.3.

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx shall indemnify, defend and hold harmless the Veralto Fortive Indemnitees from and against any and all Indemnifiable Losses of the Veralto Fortive Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Liability in accordance with its respective terms, whether arising prior to, at on or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at on or after the Effective Time, or (c) any breach by Xxxxxxx 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.

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx Veralto shall and shall cause the other members of the Veralto Group to indemnify, defend and hold harmless the Veralto Xxxxxxx Indemnitees from and against any and all Indemnifiable Losses of the Veralto Indemnitees Xxxxxxx Xxxxxxxxxxx to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Retained Veralto Liabilities, including the failure of any member of the Xxxxxxx Veralto Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Retained Veralto Liability in accordance with its respective terms, whether prior to, at or after the Effective Time, (b) any Veralto Asset or Veralto Business, whether arising prior to, at or after the Effective Time, (b) any Xxxxxxx Retained Asset or Xxxxxxx Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Xxxxxxx Veralto 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, or (d) any Liabilities of the Xxxxxxx Group under any of the agreements listed on Schedule 5.3.

Indemnification by Xxxxxxx. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Distribution Time, Xxxxxxx Inpixon shall indemnify, defend and hold harmless the Veralto CXApp Indemnitees from and against any and all Indemnifiable Losses of the Veralto CXApp Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Inpixon Retained Liabilities, including the failure of any member of the Xxxxxxx Inpixon Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Inpixon Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Distribution Time, (b) any Xxxxxxx Inpixon Retained Asset or Xxxxxxx Inpixon Retained Business, whether arising prior to, at or after the Effective Distribution Time, or (c) any breach by Xxxxxxx Inpixon 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.