Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Kellanova shall, and shall cause the other members of the Kellanova Group to, indemnify, defend and hold harmless WKKC, each member of the WKKC Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “WKKC Indemnitees”), from and against any and all Liabilities of the WKKC Indemnitees to the extent relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Kellanova Liability; (b) any failure of Kellanova, any other member of the Kellanova Group or any other Person to pay, perform or otherwise promptly discharge any Kellanova Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Xxxxxxxxx or any other member of the Kellanova Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a WKKC Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Kellanova Group by any member of the WKKC Group that survives following the Distribution; and (e) 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 statements made explicitly in Xxxxxxxxx’s name in the Form 10, the Information Statement (as amended or supplemented if WKKC shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Kellanova’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by WKKC.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co)

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