Common use of Reimbursement; Indemnification Clause in Contracts

Reimbursement; Indemnification. New Diamond and the Company acknowledge that the Company, on the one hand, and New Diamond, on the other hand, and their respective Subsidiaries, may incur costs and expenses (including contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Separation Agreement, the responsibility of the other. Accordingly, the Company and New Diamond agree to reimburse each other, as soon as practicable but in any event within five Business Days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any Tax reduction or recovery of Tax benefit realized by the Company or New Diamond or any such Subsidiary, as the case may be, in respect of the corresponding payment made by it. Liabilities retained, assumed or indemnified by New Diamond pursuant to this Article VIII shall in each case be deemed to be New Diamond Liabilities, and Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V.

Reimbursement; Indemnification. New Diamond Newco and the Company acknowledge that the Company, on the one hand, and New DiamondNewco, on the other hand, and their respective Subsidiaries, may incur costs and expenses (including contributions to plans and the payment of insurance premiums) pursuant to any of the employee benefit or compensation plans, programs or arrangements which are, as set forth in this Separation Agreement, the responsibility of the other. Accordingly, the Company and New Diamond Newco agree to reimburse each other, as soon as practicable but in any event within five Business Days business days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any Tax tax reduction or recovery of Tax tax benefit realized by the Company or New Diamond Newco or any such Subsidiary, as the case may be, in respect of the corresponding payment made by itit (as described in Section 5.3). Liabilities retained, assumed or indemnified by New Diamond Newco pursuant to this Article VIII shall in each case be deemed to be New Diamond Newco Liabilities, and Liabilities retained, assumed or indemnified by the Company pursuant to this Article VIII shall in each case be deemed to be Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article V.