Common use of Indemnity by Parent Clause in Contracts

Indemnity by Parent. Following the Spin-Off, Parent will indemnify and hold harmless Xxxxxxxx Beach Holding, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (“Xxxxxxxx Beach Holding Indemnified Parties”) from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses (“Damages”), which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation or warranty in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than Xxxxxxxx Beach Holding’s business prior to, on or after the Spin-Off, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any obligations or Liabilities under the Parent Benefit Plans, including the Parent Pension Plan.

Indemnity by Parent. Following the Spin-OffClosing, Parent will indemnify and hold harmless Xxxxxxxx Beach HoldingHxxxxxxx Beach, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (“Xxxxxxxx Hxxxxxxx Beach Holding Indemnified Parties”) harmless from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses expenses, but excluding Taxes, which are covered by Article III (“Damages”), ) which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation or warranty in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than Xxxxxxxx Beach HoldingHxxxxxxx Beach’s business prior to, on or after the Spin-Offbusiness, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any obligations Pension Plan Obligation or Liabilities under the any Other Parent Benefit Plans, including the Parent Pension PlanPlan Obligations.

Indemnity by Parent. Following the Spin-OffClosing, Parent will indemnify and hold harmless Xxxxxxxx Beach HoldingBeach, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (“Xxxxxxxx Beach Holding Indemnified Parties”) harmless from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses expenses, but excluding Taxes, which are covered by Article III (“Damages”), ) which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation or warranty in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than Xxxxxxxx Beach HoldingBeach’s business prior to, on or after the Spin-Offbusiness, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any obligations Pension Plan Obligation or Liabilities under the any Other Parent Benefit Plans, including the Parent Pension Plan.Plan Obligations. 6.2