Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Xxxxxxx and each member of the Xxxxxxx Group shall indemnify, defend and hold harmless the Dover Indemnitees from and against any and all Indemnifiable Losses arising out of, by reason of or otherwise in connection with (i) the Xxxxxxx Liabilities, including the failure of any member of the Xxxxxxx Group or any other Person to pay, perform or otherwise discharge any Xxxxxxx Liability or Xxxxxxx Contract in accordance with its respective terms, whether prior to, on or after the Effective Time or (ii) any breach by Xxxxxxx or any member of the Xxxxxxx Group 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.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Knowles Corp), Separation and Distribution Agreement (Knowles Corp)

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