Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. Each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreement, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR and Allegion Welfare Plans, 401(k) plans, savings plans, retirement plans, Benefit Plans, and pension plans and, as contemplated by Section 12.1, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Group to pay or reimburse to any member of the IR Group any benefit-related cost item that a member of the Allegion Group has paid or reimbursed to any member of the IR Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the IR Group to pay or reimburse to any member of the Allegion Group any benefit-related cost item that a member of the IR Group has paid or reimbursed to any member of the Allegion Group prior to the Effective Time.

Reimbursement and Indemnification. Each Party agrees to reimburse the other Party, within 30 thirty (30) days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR Delta and Allegion Ultra Welfare Plans, 401(k) plans, savings plans, retirement plansRetirement Plans, Benefit Plans, and pension plans Deferred Compensation Plans and, as contemplated by Section 12.1Sections 4, 5, 6 and 7, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion Ultra pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR Delta pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation and Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Ultra Group to pay or reimburse to any member of the IR Delta Group any benefit-related cost item that a member of the Allegion Ultra Group has paid or reimbursed to any member of the IR Delta Group prior to the Effective Time; Time and (ii) no provision of this Agreement shall require any member of the IR Delta Group to pay or reimburse to any member of the Allegion Ultra Group any benefit-related cost item that a member of the IR Delta Group has paid or reimbursed to any member of the Allegion Ultra Group prior to the Effective Time.

Reimbursement and Indemnification. Each To the extent provided for under this Agreement, each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR OPC and Allegion Welfare Plans, 401(k) plans, savings plans, retirement plans, CRC Benefit Plans, and pension plans Plans and, as contemplated by Section 12.1Article XI, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion CRC pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR OPC pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion CRC Group to pay or reimburse to any member of the IR OPC Group any benefit-related cost item that a member of the Allegion CRC Group has paid or reimbursed to any member of the IR OPC Group prior to the Effective Time; , and (ii) no provision of this Agreement shall require any member of the IR OPC Group to pay or reimburse to any member of the Allegion CRC Group any benefit-related cost item that a member of the IR OPC Group has paid or reimbursed to any member of the Allegion CRC Group prior to the Effective Time.

Reimbursement and Indemnification. Each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreement, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR Exelis and Allegion Vectrus Welfare Plans, 401(k) plans, savings plans, retirement plans, Benefit Plans, and pension plans and, as contemplated by Section 12.1Article XIII, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion Vectrus pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR Exelis pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Vectrus Group to pay or reimburse to any member of the IR Exelis Group any benefit-related cost item that a member of the Allegion Vectrus Group has paid or reimbursed to any member of the IR Exelis Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the IR Exelis Group to pay or reimburse to any member of the Allegion Vectrus Group any benefit-related cost item that a member of the IR Exelis Group has paid or reimbursed to any member of the Allegion Vectrus Group prior to the Effective Time.

Reimbursement and Indemnification. Each To the extent provided for under this Agreement, each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR OS and Allegion Welfare Civeo 401(k) Plans, 401(k) plans, savings plans, retirement plans, Welfare Plans and other Benefit Plans, and pension plans Plans and, as contemplated by Section 12.110.2, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion Civeo pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR Oil States pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Indemnification and Release Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Civeo Group to pay or reimburse to any member of the IR OS Group any benefit-related cost item that a member of the Allegion Civeo Group has paid or reimbursed to any member of the IR OS Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the IR OS Group to pay or reimburse to any member of the Allegion Civeo Group any benefit-related cost item that a member of the IR OS Group has paid or reimbursed to any member of the Allegion Civeo Group prior to the Effective Time.

Reimbursement and Indemnification. Each To the extent provided for under this Agreement, each Party agrees to reimburse the other Party, within 30 thirty (30) days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR Welfare Plans and Allegion Welfare Plans, 401(k) plans, savings plans, retirement plans, other Benefit Plans, and pension plans and, as contemplated by Section 12.1, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion Flowco pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR Infrastructurco pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Flowco Group to pay or reimburse to any member of the IR Infrastructurco Group any benefit-benefit related cost item that a member of the Allegion Flowco Group has paid or reimbursed to any member of the IR Infrastructurco Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the IR Infrastructurco Group to pay or reimburse to any member of the Allegion Flowco Group any benefit-benefit related cost item that a member of the IR Infrastructurco Group has paid or reimbursed to any member of the Allegion Flowco Group prior to the Effective Time.

Reimbursement and Indemnification. Each Party agrees CHK and SSE each agree to reimburse the other Party, within 30 60 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR CHK and Allegion SSE Welfare PlansPlans (including, but not limited to, SSE’s reimbursement of CHK for all COBRA liabilities for SSE Employees and Former SSE Employees), 401(k) plans, savings plans, retirement plans, Benefit Plans, and pension plans Plan and, as contemplated by Section 12.18.2, any termination or severance payments or benefits. All Liabilities liabilities retained, assumed, assumed or indemnified against by Allegion SSE pursuant to this Agreement, and all Liabilities liabilities retained, assumed, assumed or indemnified against by IR CHK pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Master Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion SSE Group to pay or reimburse to any member of the IR CHK Group any benefit-related cost item that a member of the Allegion SSE Group has previously paid or reimbursed to any member of the IR Group prior to the Effective TimeCHK Group; and (ii) no provision of this Agreement shall require any member of the IR CHK Group to pay or reimburse to any member of the Allegion SSE Group any benefit-related cost item that a member of the IR CHK Group has previously paid or reimbursed to any member of the Allegion Group prior to the Effective TimeSSE Group.

Reimbursement and Indemnification. Each To the extent provided for under this Agreement, each Party agrees to reimburse the other Party, within 30 days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR OS and Allegion Welfare Civeo 401(k) Plans, 401(k) plans, savings plans, retirement plans, Welfare Plans and other Benefit Plans, and pension plans Plans and, as contemplated by Section 12.110.1, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion Civeo pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR Oil States pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Distribution Indemnification and Release Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion Civeo Group to pay or reimburse to any member of the IR OS Group any benefit-related cost item that a member of the Allegion Civeo Group has paid or reimbursed to any member of the IR OS Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the IR OS Group to pay or reimburse to any member of the Allegion Civeo Group any benefit-related cost item that a member of the IR OS Group has paid or reimbursed to any member of the Allegion Civeo Group prior to the Effective Time.

Reimbursement and Indemnification. Each Party agrees to reimburse the other Party, within 30 thirty (30) days of receipt from the other Party of reasonable verification or except as otherwise provided in the Transition Services Agreementverification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective IR CSC and Allegion CSRA Welfare Plans, 401(k) plans, savings plans, retirement plansRetirement Plans, Benefit Plans, and pension plans Deferred Compensation Plans and, as contemplated by Section 12.1Sections 4, 5 and 6, any termination or severance payments or benefits. All Liabilities retained, assumed, or indemnified against by Allegion CSRA pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by IR CSC pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Master Separation and Distribution Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Allegion CSRA Group to pay or reimburse to any member of the IR CSC Group any benefit-related cost item that a member of the Allegion CSRA Group has paid or reimbursed to any member of the IR CSC Group prior to the Effective Time; Time and (ii) no provision of this Agreement shall require any member of the IR CSC Group to pay or reimburse to any member of the Allegion CSRA Group any benefit-related cost item that a member of the IR CSC Group has paid or reimbursed to any member of the Allegion CSRA Group prior to the Effective Time.