Spinco Indemnity. If SPINCO, or another member (or former member) of the SPINCO Group (collectively, the "Indemnifying Parties") takes or fails to take any action whether or not prohibited or required by Article V or violates a representation or covenant in Article V or in the Ruling Request, and the Distribution or any of the Other Transactions fail to or otherwise do not qualify for the tax treatment stated in the IRS Ruling as a result of such action, failure to take action, or violation, then the Indemnifying Parties shall jointly and severally defend, indemnify and hold harmless ATI and each member of the ATI Consolidated Group and each of their respective directors, officers, employees, agents or other representatives (collectively, and/or individually, as the case may be, the "Indemnified Party") against any liability for such Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by the Indemnified Party as a result of such failure or lack of qualification, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on stockholders of ATI whether or not any stockholder or stockholders of ATI, or the IRS or other taxing authority, successfully seeks recourse against the Indemnified Party on account of any such failure.
Spinco Indemnity. Spinco agrees to indemnify and hold harmless each member of the Distributing Group and their respective directors, officers, employees, agents, successors and assigns (the “Distributing Indemnitees”) from and against any and all (without duplication) (a) Taxes allocated to Spinco pursuant to Section 2.1, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Spinco pursuant to Section 2.2, (c) Taxes and Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Spinco contained in this Agreement, (d) Transfer Taxes allocated to Spinco pursuant to Section 2.2, and (e) reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses incurred in connection with the items described in clauses (a) through (d); provided, however, that notwithstanding clauses (a), (c) and (e) of this Section 7.3, Spinco shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Distributing Indemnitee for, (x) any Transaction Taxes or Transaction Tax-Related Losses that are allocated to Distributing pursuant to Section 2.2, or (y) any Taxes or Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Distributing contained in this Agreement.
Spinco Indemnity. Spinco agrees to indemnify and hold harmless each member of the Distributing Group and their respective directors, officers, employees, agents, successors and assigns (the “Distributing Indemnitees”) from and against any and all (without duplication) (a) Taxes, Tax Items, and Losses allocated to Spinco pursuant to Section 2.2, (b) Transaction Taxes and Transaction Tax-Related Losses allocated to Spinco pursuant to Section 2.2(b), (c) Conversion Transaction Taxes and Conversion Tax-Related Losses allocated to Spinco pursuant to Section 2.2(c), (d) Split-off Transaction Taxes and Split-off Tax-Related Losses allocated to Spinco pursuant to Section 2.2(d), (e) Tracking Stock Taxes and Losses allocated to Spinco pursuant to Section 2.2(e), (f) Taxes and Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Spinco contained in this Agreement, (g) Transfer Taxes allocated to Spinco pursuant to Section 2.2(l), (h) Split-off TSA Liabilities allocated to Spinco pursuant to Section 2.2(m), and (i) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees, incurred in connection with the items described in clauses (a) through (h); provided, however, that notwithstanding clauses (a), (f) and (i) of this Section 7.3, Spinco shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Distributing Indemnitee for, (x) any Transaction Taxes, Transaction Tax-Related Losses, Conversion Transaction Taxes, Conversion Tax-Related Losses, Split-off Transaction Taxes, Split-off Tax-Related Losses or Tracking Stock Taxes and Losses that are allocated to Distributing pursuant to Sections 2.2(b)(ii), (c)(ii), (d)(ii) or (e)(ii), or (y) any Taxes or Losses arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Distributing contained in this Agreement.
Spinco Indemnity. SpinCo shall indemnify, defend and hold harmless Provider, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Provider Indemnitees”), from and against any and all Liabilities owing to Third Parties with respect to Third Party Claims relating to, arising out of or resulting from Provider’s furnishing or failing to furnish the Services provided for in this Agreement, other than such Liabilities that relate to, arise out of or result from the willful misconduct or fraud of any Provider Indemnitee with respect to the furnishing or failure to furnish the Services provided for in this Agreement. The indemnification obligations set forth herein are the exclusive indemnification obligations and the sole and exclusive remedy with respect to the matters addressed in this Section 7.03 and are in lieu of any other indemnification obligations of SpinCo (if any) under the Separation and Distribution Agreement or any other Ancillary Agreement with respect to the matters addressed herein.
Spinco Indemnity. (i) The Spinco Group shall indemnify and hold harmless DHC and any member of the DHC Group from and against, and will reimburse DHC for (i) all Spinco Taxes and (ii) all Taxes and Indemnifiable Losses arising out of, based upon or relating or attributable to any inaccuracy in or breach on or after the Distribution Date of any representation, warranty, covenant or obligation contained in the Tax Materials or this Agreement by Spinco or any member of the Spinco Group or any shareholder of Spinco after the Distribution.
Spinco Indemnity. From the Effective Time, Spinco hereby agrees to indemnify and save harmless Acquiror, Acquiror Sub, Target and its subsidiaries (each an “Indemnified Party”) from all losses suffered or incurred by an Indemnified Party as a result of or arising directly or indirectly out of or in connection with an Indemnified Liability; provided that Spinco shall have no liability hereunder in respect of any Claims unless an Indemnified Party shall have delivered an Indemnity Notice in respect of such Claim within six (6) years following the Effective Date, provided that Spinco shall have liability hereunder in respect of any Claims for Taxes provided that an Indemnified Party shall have delivered an Indemnity Notice in respect of such Claim prior to the date that is sixty (60) days following the expiration of the relevant statutes of limitation (including all periods of extension). If the Effective Date occurs, this Section 8.1 shall survive the termination of this Agreement.
Spinco Indemnity. From the Effective Time, Spinco hereby agrees to indemnify and save harmless Levon and SciVac (collectively, the “Indemnified Parties” and each an “Indemnified Party”) from all losses, claims, actions, liabilities, Liens, damages, bonds, dues, assessments, fines, interest, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), consequential damages, expenses or amounts paid in settlement (in each case, including attorneys’ and experts’ fees and expenses), threatened or actual suffered or incurred by Levon or SciVac as a result of, in connection with, arising out of or relating to, directly or indirectly, the Spinco Assets or Spinco Liabilities; provided that Spinco shall have no liability hereunder in respect of any Claims unless Levon shall have delivered an Indemnity Notice in respect of such Claim within six years following the Effective Date. If the Effective Date occurs, this Article 8 shall survive the termination of this Agreement.
Spinco Indemnity. From the Effective Time, SpinCo hereby agrees to indemnify and save harmless First Majestic, SilverCrest and their subsidiaries, their affiliates, directors, officers, partners, employees, advisors, shareholders and agents (each an “Indemnified Party”) from all losses suffered or incurred by an Indemnified Party as a result of or arising directly or indirectly out of or in connection with the SilverCrest Transferred Liabilities.
Spinco Indemnity. If SPINCO, or another member (or former member) of the SPINCO Group (collectively, the "Indemnifying Parties") takes or fails to take any action whether or not prohibited or required by Article V or violates a representation or covenant in Article V or in the Ruling Request, and the Distribution or
Spinco Indemnity. From the Effective Time, Spinco hereby agrees to indemnify and save harmless Acquiror, Target and its subsidiaries from all losses suffered or incurred by Acquiror, Target or its subsidiaries as a result of or arising directly or indirectly out of or in connection with an Indemnified Liability; provided that Spinco shall have no liability hereunder in respect of any Claims unless Acquiror or Target shall have delivered an Indemnity Notice in respect of such Claim within six years following the Effective Date. If the Effective Date occurs, this Section 8.1 shall survive the termination of this Agreement.
