Common use of Indemnification by Xxxxxxxx-Xxxxx Clause in Contracts

Indemnification by Xxxxxxxx-Xxxxx. Except as provided in Section 10.5 and except as expressly provided in the Operating Agreements, Xxxxxxxx-Xxxxx shall indemnify, defend and hold harmless each Halyard Party, each of their respective Affiliates, each of the respective directors, officers, employees and agents of any of the foregoing, and each of the respective heirs, executors, successors and assigns of any of the foregoing (collectively, the “Halyard Indemnified Parties”), from and against any and all Expenses or Losses incurred or suffered by one or more of the Halyard Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items: (a) any claim that the information in the Form 10 or the Information Statement that was supplied by Xxxxxxxx-Xxxxx, is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, regardless of whether the occurrence, action or other event giving rise to the applicable matter took place prior to or subsequent to the Effective Time; (b) the business (other than the Halyard Business) conducted by the Xxxxxxxx-Xxxxx Parties or their Affiliates or predecessors on or at any time prior to the Effective Time; (c) the assets owned by the Xxxxxxxx-Xxxxx Parties, other than the Transferred Assets; (d) the Liabilities (including the Retained Liabilities) of the Xxxxxxxx-Xxxxx Parties, other than the Assumed Liabilities (but excluding the matters set forth in Schedule 10.2(i)); (e) any claim that the information included in the offering memorandum relating to the Notes Offering or the confidential information memorandum relating to the Credit Facility that was supplied by Xxxxxxxx-Xxxxx is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, regardless of whether the occurrence, action or other event giving rise to the applicable matter took place prior to or subsequent to the Effective Time; (f) the Healthcare Business not being operated in the Ordinary Course prior to the Effective Time as a result of any action or failure to act by any Xxxxxxxx-Xxxxx Party or any person who served or is serving as a director, officer or employee of any Xxxxxxxx-Xxxxx Party prior to, on or after the Effective Time, other than a person described in Section 10.2(f)(ii) or (iii); and (g) the breach by any Xxxxxxxx-Xxxxx Party of any covenant or agreement set forth in this Agreement, any Operating Agreement or any Conveyancing Instrument; in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported. For purposes of the foregoing, the scope of information in the Form 10, the content of the Information Statement, the offering memorandum relating to the Notes Offering and the confidential information memorandum relating to the Credit Facility that is deemed to have been supplied by Halyard and that is deemed to have been supplied by Xxxxxxxx-Xxxxx, in each case is as is set forth on Schedule 10.3.

Indemnification by Xxxxxxxx-Xxxxx. Except as provided in Section 10.5 and except as expressly provided in the Operating Agreements, Xxxxxxxx-Xxxxx shall indemnify, defend and hold harmless each Halyard Party, the Neenah Party and each of their respective Affiliates, each of the respective directors, officers, employees and agents of any of the foregoingagents, and each of the respective heirs, executors, successors and assigns of any of the foregoing (collectively, the “Halyard Neenah Indemnified Parties”), from and against any and all Expenses or Losses incurred or suffered by one or more of the Halyard Neenah Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items: (a) the business (other than the Neenah Business) conducted by the Xxxxxxxx-Xxxxx Parties or their Affiliates or predecessors on or at any time prior to the Distribution Date; (b) the assets owned by the Xxxxxxxx-Xxxxx Parties other than the Transferred Assets; (c) the Liabilities (including the Retained Liabilities) of the Xxxxxxxx-Xxxxx Parties other than the Assumed Liabilities; (d) the Neenah Business not being operated in the Ordinary Course prior to the Effective Time as a result of any action or failure to act by any Xxxxxxxx-Xxxxx Party or any person who served or is serving as a director, officer or employee of any Xxxxxxxx-Xxxxx Party prior to, on or after the Distribution Date, other than a person described in Section 10.2(f)(ii) or (iii); (e) the breach by any Xxxxxxxx-Xxxxx Party of any covenant or agreement set forth in this Agreement, any Operating Agreement or any Conveyancing Instrument; (f) any claim that the information included in the Form 10 Registration Statement or the Information Statement that was supplied by Xxxxxxxx-Xxxxx, is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, regardless of whether the occurrence, action or other event giving rise to the applicable matter took place prior to or subsequent to the Effective Time;Distribution Date; and (b) the business (other than the Halyard Business) conducted by the Xxxxxxxx-Xxxxx Parties or their Affiliates or predecessors on or at any time prior to the Effective Time; (c) the assets owned by the Xxxxxxxx-Xxxxx Parties, other than the Transferred Assets; (d) the Liabilities (including the Retained Liabilities) of the Xxxxxxxx-Xxxxx Parties, other than the Assumed Liabilities (but excluding the matters set forth in Schedule 10.2(i)); (eg) any claim that the information included in the offering memorandum relating to the Notes Note Offering or the confidential information memorandum relating to the Credit Facility that was supplied by Xxxxxxxx-Xxxxx is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, regardless of whether the occurrence, action or other event giving rise to the applicable matter took place prior to or subsequent to the Effective Time; (f) the Healthcare Business not being operated in the Ordinary Course prior to the Effective Time as a result of any action or failure to act by any Xxxxxxxx-Xxxxx Party or any person who served or is serving as a directorDistribution Date, officer or employee of any Xxxxxxxx-Xxxxx Party prior to, on or after the Effective Time, other than a person described in Section 10.2(f)(ii) or (iii); and (g) the breach by any Xxxxxxxx-Xxxxx Party of any covenant or agreement set forth in this Agreement, any Operating Agreement or any Conveyancing Instrument; in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported. For purposes of Prior to the foregoingDistribution Date, the scope of Parties shall negotiate in good faith with the objective to reach a written agreement that states what information in the Form 10Registration Statement, the content of the Information Statement, Statement and the offering memorandum relating to the Notes Note Offering and the confidential information memorandum relating to the Credit Facility that is deemed to have been was supplied by Halyard Neenah and that is deemed to have been what information was supplied by Xxxxxxxx-Xxxxx, in each case is as is set forth on Schedule 10.3.