Common use of Registration Statement Indemnification Clause in Contracts

Registration Statement Indemnification. (a) Xxxxxx Express agrees to indemnify and hold harmless Cendant and its officers, directors, employees and agents (collectively, the “Registration Indemnitees”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to Cendant (other than the Xxxxxx Express business) furnished in writing to Xxxxxx Express by Cendant relating to information specifically about Cendant (other than the Xxxxxx Express business) in any Offering Document expressly for use in such Offering Document and (ii) information relating to any underwriter furnished in writing to Xxxxxx Express by or on behalf of such underwriter expressly for use in such Offering Document.

Registration Statement Indemnification. (a) Xxxxxxx Xxxxxx Express agrees to indemnify and hold harmless Cendant and its officers, directors, employees and agents (collectively, the “Registration Indemnitees”) from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) information relating to Cendant (other than the Xxxxxxx Xxxxxx Express business) furnished in writing to Xxxxxxx Xxxxxx Express by Cendant relating to information specifically about Cendant (other than the Xxxxxxx Xxxxxx Express business) in any Offering Document expressly for use in such Offering Document and (ii) information relating to any underwriter furnished in writing to Xxxxxxx Xxxxxx Express by or on behalf of such underwriter expressly for use in such Offering Document.