Common use of Specific Indemnification Issues Clause in Contracts

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) It is the express intention of the parties hereto that each party to be indemnified pursuant to this Article VI VIII 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 THE OTHER 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, including, without limitation, each of the Ancillary Agreements. 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 if an Action is brought by a third party in which the liability as between Centex Alloy and Cavco xXXxX*s 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 Alloy and CavcoxXXxX*s, 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 6.58.5, 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 Alloy and Cavco xXXxX*s pursuant to Article IX.

Specific Indemnification Issues. Section 3.1. In the event a claim, demand, action or proceeding is brought by a third party (aother than with respect to Taxes) It in which the liability as between the Parent Parties and the Rexair Parties is determined after trial in any judgment, award or decree to be joint or concurrent and in which the express intention entitlement to indemnification hereunder is not readily determinable or if no judgment exists and the allocation of such liability or entitlement is unknown (e.g., a settlement), the parties shall negotiate in good faith in an effort to agree, as between Parent and the Company, on the proper allocation of such liability, as well as the proper allocation of the parties hereto that each party to be indemnified costs of any joint defense or settlement pursuant to Section 5.4, all in accordance with the provisions of, and the principles set forth in, this Article VI Agreement. In the absence of any such agreement, such allocation of liability, entitlement to indemnification and allocation of costs shall be indemnified subject to ultimate resolution between Parent and held harmless from and against all Damages as the Company pursuant 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 QUESTIONSection 7.8. (b) Section 3.2. It is acknowledged that after the Distribution Closing Date the parties will may have arms-length negotiated business relationships, which relationships will be described in the Contractscontracts, agreements and other documents entered into in the normal course of business. Such documents may include agreements by the parties and their Affiliates affiliates and Subsidiaries subsidiaries to supplysupply materials, products, services and leases after the Distribution Closing 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. Section 3.3. It is acknowledged and agreed that on or prior to the Closing Date (ci) Except the Company shall name Parent as otherwise provided hereinan "additional insured" on all of the Company's insurance policies and (ii) Parent shall novate all the insurance policies covering the businesses, in entities, operations, assets and properties of the event Company and its subsidiaries. Parent shall promptly reimburse all of the Rexair Parties' expenses incurred to provide the Parent with the benefit of being named as an Action "additional insured," including, but not limited to, deductibles and premium increases and none of the Rexair Parties shall have liability for any shortfall or other coverage limitations. Section 3.4. It is brought acknowledged and agreed that if, after the Closing Date, there shall be a draw down on any letter of credit which is either (a) guaranteed by a third party in which the liability as between Centex and Cavco is Finally Determined to be joint Parent or in which one of Parent's subsidiaries for any of the entitlement to indemnification hereunder is not determinableRexair Businesses, or (b) issued by the Parent or one of Parent's subsidiaries for any of the Rexair Businesses, then within five (5) business days of such draw down, the parties Company shall negotiate in good faith in an effort reimburse, or cause one of its subsidiaries to agreereimburse, the Parent or Parent's subsidiary, as between Centex and Cavcothe case may be, on for such amount drawn to the proper allocation extent such drawn amount is in satisfaction of a liability or entitlement to indemnification, as well as the proper allocation obligation 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 IXa Rexair Business.

Specific Indemnification Issues. Section 4.1. In the event a claim, demand, action or proceeding is brought by a third party (aother than with respect to Taxes) It in which the liability as between a USI Liability and a Strategic Liability is determined after trial in any judgment, award or decree to be joint or concurrent and in which the express intention entitlement to indemnification hereunder is not readily determinable or if no judgment exists and the allocation of such liability or entitlement is unknown (e.g., a settlement), the parties shall negotiate in good faith in an effort to agree, as between USI and Strategic, on the proper allocation of such liability or entitlement to indemnification, as well as the proper allocation of the parties hereto that each party to be indemnified costs of any joint defense or settlement pursuant to Section 6.4, all in accordance with the provisions of, and the principles set forth in, this Article VI Agreement. In the absence of any such agreement, such allocation of liability, entitlement to indemnification and allocation of costs shall be indemnified subject to ultimate resolution between USI and held harmless from and against all Damages as Strategic pursuant 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 QUESTIONSection 8.8. (b) Section 4.2. It is acknowledged that after the Distribution Closing Date the parties will may have arms-length negotiated business relationships, which relationships will be described in the Contractscontracts, agreements and other documents entered into in the normal course of business. Such documents may include agreements by the parties and their Affiliates affiliates and Subsidiaries subsidiaries to supplysupply materials, products, services and leases after the Distribution Closing 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. Section 4.3. It is acknowledged and agreed that on or prior to the Closing Date (ci) Except Strategic shall name Seller as otherwise provided hereinan "additional insured" on all of Strategic's insurance policies with respect to matters for which Seller is indemnified under Article III and (ii) USI shall novate all of the insurance policies covering the businesses, in entities, operations, assets and properties of Strategic and its subsidiaries transferred to Strategic or its subsidiaries as part of the event Corporate Reorganization. Seller shall promptly reimburse all of Strategic's expenses incurred to provide the Seller with the benefit of being named as an Action "additional insured," including, but not limited to, deductibles and premium increases and, Strategic shall have no liability for any shortfall or other coverage limitations. Section 4.4. It is brought acknowledged and agreed that if, after the Closing Date, there shall be a draw down on any letter of credit which is either (a) guaranteed by a third party in which the liability as between Centex and Cavco is Finally Determined Seller or one of Seller's subsidiaries for any of the Strategic Businesses, or (b) issued by the Seller or one of Seller's subsidiaries for any of the Strategic Businesses, then within five (5) business days of such draw down, Strategic shall reimburse, or cause one of its subsidiaries to be joint or in which the entitlement to indemnification hereunder is not determinablereimburse, the parties shall negotiate in good faith in an effort to agreeSeller or Seller's subsidiary, as between Centex and Cavcothe case may be, on for such amount drawn to the proper allocation extent such drawn amount is in satisfaction of a liability or entitlement to indemnification, as well as the proper allocation obligation 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 IXa Strategic Business.