Common use of Xxxxxx Xxxxxxx Indemnification of Discover Group Clause in Contracts

Xxxxxx Xxxxxxx Indemnification of Discover Group. (a) Effective at and after the Distribution, Xxxxxx Xxxxxxx shall indemnify, defend and hold harmless the Discover Group and the respective directors, officers, employees and Affiliates of each Person in the Discover Group (the “Discover Indemnitees”) from and against any and all Losses incurred or suffered by any of the Discover Indemnitees and arising out of or in connection with (i) any of the Xxxxxx Xxxxxxx Liabilities, or the failure of any member of the Xxxxxx Xxxxxxx Group to pay, perform or otherwise discharge any of the Xxxxxx Xxxxxxx Liabilities, (ii) any of Xxxxxx Xxxxxxx’x Financial Instruments, and (iii) any breach by Xxxxxx Xxxxxxx of this Agreement. (b) Xxxxxx Xxxxxxx shall indemnify, defend and hold harmless each of the Discover Indemnitees and each Person, if any, who controls any Discover Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof or the Information Statement (as amended or supplemented if Discover shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission arising out of information set forth in Schedule 4.