Specific Indemnification Issues. (a) It is the express intention of the parties hereto that each party to be indemnified pursuant to this Article VI shall be indemnified and held harmless from and against all Damages as to which indemnity is provided for hereunder, NOTWITHSTANDING THAT ANY SUCH DAMAGES ARISE OUT OF OR RESULT FROM THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE, OR THE STRICT LIABILITY (OR OTHER LIABILITY WITHOUT FAULT) OF SUCH PARTY AND REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING ANOTHER PARTY TO THIS AGREEMENT) IS OR IS NOT ALSO NEGLIGENT OR OTHERWISE LIABLE WITH RESPECT TO THE MATTER IN QUESTION.
(b) It is acknowledged that after the Distribution Date the parties will have negotiated business relationships, which relationships will be described in the Contracts, agreements and other documents entered into in the normal course of business. Such documents may include agreements by the parties and their Affiliates and Subsidiaries to supply, after the Distribution Date, materials, products and services and to lease facilities, tangible and intangible property. Such business relationships shall not be subject to the indemnity provisions hereof, unless the parties expressly agree to the contrary in the agreements governing such relationships.
(c) Except as otherwise provided herein, in the event an Action is brought by a third party in which the liability as between Centex and Cavco is Finally Determined to be joint or in which the entitlement to indemnification hereunder is not determinable, the parties shall negotiate in good faith in an effort to agree, as between Centex and Cavco, on the proper allocation of liability or entitlement to indemnification, as well as the proper allocation of the costs of any joint defense or settlement pursuant to Section 6.5, all in accordance with the provisions of, and the principles set forth in, this Agreement. In the absence of any such agreement, such allocation of liability or entitlement to indemnification, and such allocation of costs, shall be subject to ultimate resolution between Centex and Cavco pursuant to Article IX.
Specific Indemnification Issues. (a) Notwithstanding anything in this Agreement to the contrary: (i) any claims or demands in connection with the Xxxxxxxx Litigation or the EnPro Litigation shall not be deemed to be third-party claims for purposes of this Agreement; (ii) Xxxxxxxx, with respect to the Xxxxxxxx Litigation, and EnPro, with respect to the EnPro Litigation, shall have the exclusive right to (A) control the defense of such litigation and (B) settle, compromise or discharge such litigation; and (iii) Xxxxxxxx, with respect to the EnPro Litigation, and EnPro, with respect to the Xxxxxxxx Litigation, shall: (Y) provide cooperation in litigation pursuant to the terms of Section 3.03; and (Z) to the extent reasonably requested by Xxxxxxxx or EnPro, as the case may be, sign such documents as may be reasonably necessary to effect or assist in the pursuit, defense, settlement, compromise or discharge of such litigation.
(b) If the indemnification provided for in this Article 5 is unavailable to an Indemnified Party with respect to a loss for which indemnification would otherwise be required to be provided pursuant to the terms hereof that arises out of or is related to information contained in the Information Statement or Form 10, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, in such proportion as is appropriate to reflect the relative fault of Xxxxxxxx, on the one hand, and EnPro, on the other hand. The relative fault of any party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by that party or a member of its Group. Xxxxxxxx and EnPro have entered into a letter agreement that sets forth the responsibilities of the parties for the disclosure in the Information Statement and Form 10 (the "SIDE LETTER").
(c) With respect to any Liabilities or any Actions arising out of or associated with, or alleged to arise out of or be associated with, an act or omission of any former, current or future officer, director, employee or agent of Xxxxxxxx on the one hand, or EnPro or any Contributed Subsidiary on the other hand, prior to the Distribution Date, the respective obligations of Xxxxxxxx and EnPro pursuant to this Agreement (including their respective indemnification obligations) shall remain unaffecte...
Specific Indemnification Issues. (a) In the event a claim, demand, action or proceeding is brought by a third party in which the liability as between the Transferors and their Affiliates, on the one hand, and the ILP, on the other hand, is determined after trial in any judgment, award or decree to be joint or concurrent or in which the entitlement to indemnification hereunder is not readily determinable, the parties shall negotiate in good faith in an effort to agree, as between the Transferors and their Affiliates, on the one hand, and the ILP, on the other hand, on the proper allocation of liability or entitlement to indemnification, as well as the proper allocation of the costs of any joint defense or settlement pursuant to SECTION 7.5(D) of this Agreement, all in accordance with the provisions of, and the principles set forth in, this Agreement. In the absence of any such agreement, such allocation of liability, entitlement to indemnification and allocation of costs shall be subject to ultimate resolution between the Transferors and their Affiliates, on the one hand, and the ILP, on the other hand, pursuant to SECTION 8 of this Agreement.
(b) It is acknowledged that after the Effective Time, the parties may have various business relationships, which relationships will be described in contracts, agreements and other documents entered into by the relevant parties. Such documents may include agreements by the parties and their affiliates to supply, after the Effective Time, credit or services. Such business relationships shall not be subject to the indemnity provisions hereof, unless the parties expressly agree to the contrary in the agreements governing such relationships.
Specific Indemnification Issues. (a) In the event a claim, demand, action or proceeding is brought by a third party in which the liability as between any Transferor, on the one hand, and Genesis MLP or Genesis OLP, on the other hand, is determined after trial in any judgment, award or decree to be joint or concurrent or in which the entitlement to indemnification hereunder is not readily determinable, the parties shall negotiate in good faith in an effort to agree, as between such Transferor, on the one hand, and Genesis MLP or Genesis OLP, on the other hand, on the proper allocation of liability or entitlement to indemnification, as well as the proper allocation of the costs of any joint defense or settlement pursuant to Section 8.5(d), all in accordance with the provisions of, and the principles set forth in, this Agreement.
Specific Indemnification Issues. 4.1 Contracts Between Sybron & SDS. It is acknowledged that, prior to and after the Effective Date, Sybron, SDS, the Laboratory Business Subsidiaries, and the Dental Business Subsidiaries may have arms-length negotiated business relationships between and among each other, which relationships are or shall be described in contracts, agreements and other documents entered into in the normal course of business. Such business relationships shall not be subject to the indemnity or other provisions hereof or any other agreements covered by the Contribution Documents, unless the parties expressly agree to such in the agreements governing such relationships.
Specific Indemnification Issues. (i) In the event a claim, demand, action or proceeding is brought by a third party in which the liability as between Xxxxxx and Logix is determined after trial in any judgment, award or decree to be joint or concurrent or in which the entitlement to indemnification hereunder is not readily determinable, the parties shall negotiate in good faith in an effort to agree, as between Xxxxxx and Logix, on the proper allocation of liability or entitlement to indemnification, as well as the proper allocation of the costs of any joint defense or settlement pursuant to Section 3(f)(iv), all in accordance with the provisions of, and the principles set forth in, this Agreement. In the absence of any such agreement, such allocation of liability, entitlement to indemnification and allocation of costs shall be subject to ultimate resolution between Xxxxxx and Logix pursuant to Section 4(h).
(ii) It is acknowledged that after the Closing the parties will have arms length negotiated business relationships, which relationships will be described in contracts, agreements and other documents entered into in the normal course of business. Such documents may include agreements by the parties and their affiliates and subsidiaries to supply after the Closing, materials, products, services and leases. Such business relationships shall not be subject to the indemnity provisions hereof, unless the parties expressly agree to the contrary in the agreements governing such relationships.
Specific Indemnification Issues. 5 7.4 NOTICE AND PAYMENT OF CLAIMS.....................................6 7.5 DEFENSE OF THIRD PARTY CLAIMS....................................7 7.6
Specific Indemnification Issues. 9 4.1 Worker's Compensation........................................... 9 4.2 Specific Litigation Retained by API............................. 9 4.3 Officer, Director, Employee or Agent Liability.................. 10 4.4 Post-Effective Date Contracts Between API & APW................. 10 4.5
Specific Indemnification Issues. (a) In the event a claim, demand, action or proceeding is brought by a third party in which the liability as between any Transferor and the OLP is determined in any judgment, award or decree of a court or other governmental authority having jurisdiction to be joint or concurrent or in which the entitlement to indemnification hereunder is not readily determinable, the parties may negotiate in good faith in an effort to agree, as between such Transferor and the OLP, on the proper allocation of liability or entitlement to indemnification, as well as the proper allocation of the costs of any joint defense or settlement pursuant to Section 6.5(d), all in accordance with the provisions of, and the principles set forth in, this Agreement. In the absence of any such agreement or if the Transferor or the OLP elects, such allocation of liability, entitlement to indemnification and allocation of costs shall be subject to resolution between such Transferor and the OLP pursuant to Section 9 of this Agreement.
(b) It is acknowledged that after the Effective Time, the parties hereto may have negotiated business relationships, which relationships will be described in contracts, agreements and other documents entered into in the normal course of business. Such contracts, agreements and other documents may include agreements by the parties hereto or their Affiliates to supply, after the Effective Time, materials, products or other goods, services or leases of personal or real property. Such business relationships and such contracts, agreements and other documents shall not be subject to the indemnity provisions hereof, unless the parties expressly agree to the contrary in the agreements governing such relationships.
Specific Indemnification Issues. 52 8.4 Notice and Payment of Claims.............................. 54 8.5 Defense of Third Party Claims 55 8.6
