Common use of Management Incentive Compensation Plan Clause in Contracts

Management Incentive Compensation Plan. (1) Midas shall establish a Management Incentive Compensation Plan (the "MIDAS MANAGEMENT INCENTIVE COMPENSATION PLAN"). Midas and the Midas Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Midas Management Incentive Compensation Plan, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time. Midas and Midas Operating Company shall indemnify, defend and hold harmless Xxxxxxx, each Affiliate of Xxxxxxx and each of Xxxxxxx'x directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (the "XXXXXXX INDEMNITEES") from and against any and all losses, Liabilities, claims, damages, payments, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "LOSSES" and, individually, a "LOSS")) of the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of Midas or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.

Management Incentive Compensation Plan. (1) Midas Hussmann shall establish a Management Incentive Compensation Plan (the "MIDAS HUSSMANN MANAGEMENT INCENTIVE COMPENSATION PLAN"). Midas Hussmann and the Midas Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Midas Hussmann Management Incentive Compensation Plan, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time. Midas Hussmann and Midas Hussmann Operating Company shall indemnify, defend and hold harmless Xxxxxxx, each Affiliate of Xxxxxxx and each of Xxxxxxx'x directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (the "XXXXXXX INDEMNITEES") from and against any and all losses, Liabilities, claims, damages, payments, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "LOSSES" and, individually, a "LOSS")) of the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of Midas Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.

Management Incentive Compensation Plan. (1) Midas Hussmann shall establish a Management Incentive Compensation Plan (the "MIDAS MANAGEMENT INCENTIVE COMPENSATION PLANHussmann Management Incentive Compensation Plan"). Midas Hussmann and the Midas Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Midas Hussmann Management Incentive Compensation Plan, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time. Midas Hussmann and Midas Hussmann Operating Company shall indemnify, defend and hold harmless Xxxxxxx, each Affiliate of Xxxxxxx and each of Xxxxxxx'x directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (the "XXXXXXX INDEMNITEESXxxxxxx Indemnitees") from and against any and all losses, Liabilities, claims, damages, payments, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "LOSSESLosses" and, individually, a "LOSSLoss")) of the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of Midas Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.

Management Incentive Compensation Plan. (1) Midas shall establish a Management Incentive Compensation Plan (the "MIDAS MANAGEMENT INCENTIVE COMPENSATION PLANMidas Management Incentive Compensation Plan"). Midas and the Midas Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Midas Management Incentive Compensation Plan, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time. Midas and Midas Operating Company shall indemnify, defend and hold harmless Xxxxxxx, each Affiliate of Xxxxxxx and each of Xxxxxxx'x directors, officers and employees and each of the heirs, executors, successors and assigns of any of the foregoing (the "XXXXXXX INDEMNITEESXxxxxxx Indemnitees") from and against any and all losses, Liabilities, claims, damages, payments, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "LOSSES" and, individually, a "LOSS")) of the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of Midas or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.,