SpinCo Indemnified Parties definition

SpinCo Indemnified Parties shall have the same meaning as defined in Section 5.3(a) hereof.

SpinCo Indemnified Parties has the meaning set forth in Section 3.6(a).

SpinCo Indemnified Parties has the meaning set forth in Section 5.1(a).

Examples of SpinCo Indemnified Parties in a sentence

• GGP shall pay, and shall indemnify and hold the Spinco Indemnified Parties harmless from and against, without duplication, (i) all GGP Taxes, (ii) all Taxes incurred by Spinco or any Spinco Entity by reason of the breach by GGP of any of its representations, warranties or covenants hereunder, and (iii) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

• Except with respect to MSG Indemnified Parties and Spinco Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

• Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any Spinco Indemnified Parties any rights or remedies against Spinco hereunder, and this Agreement is not intended to confer upon any Networks Indemnified Parties any rights or remedies against Networks hereunder.

• Except with respect to Networks Indemnified Parties and Spinco Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

• Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any Spinco Indemnified Parties any rights or remedies against Spinco hereunder, and this Agreement is not intended to confer upon any Parent Indemnified Parties any rights or remedies against Parent hereunder.

More Definitions of SpinCo Indemnified Parties

SpinCo Indemnified Parties has the meaning set forth in Section 14.01.

SpinCo Indemnified Parties has the meaning set forth in Section 6.2 of this Agreement.

SpinCo Indemnified Parties has the meaning ascribed to it in Section 10.3(b).

SpinCo Indemnified Parties mean each member of the SpinCo Group and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

SpinCo Indemnified Parties has the meaning set forth in 5.4(a).

SpinCo Indemnified Parties shall have the meaning set forth in Section 3.2. “Spinco Insurance Policies” shall have the meaning set forth in Section 4.10(b). “Spinco Initial Post-Closing Statement” shall have the meaning set forth in Section 2.6(b). “Spinco Liabilities” means all of the following Liabilities of the members of the Spinco Group, in each case, excluding the Remainco Retained Liabilities irrespective of whether the same shall arise prior to, on or following the Distribution Date: (i) all Liabilities of the members of the Spinco Group to the extent such Liabilities arise out of the ownership, operation, use or conduct of the Spinco Assets or the Spinco Business following the Distribution Date; (ii) any and all Liabilities to the extent relating to, arising out of or resulting from the ownership, operation, use or conduct of the Spinco Business or the Spinco Assets or any Spinco Former Business, whether prior to, at or after the Distribution Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee (other than any Liabilities relating to claims brought by or on behalf of any Spinco Employee or Former Spinco Employee, in each case to the extent allocated to a Party under Section 1.2 of the Employee Matters Agreement), agent, distributor or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Spinco Group) or listed on Schedule 1.1(u); (iii) (A) any Liabilities for any Actions brought under applicable federal or state securities Laws relating to, arising out of or resulting from information regarding the Merger Partner Group or the Merger Partner Business in (I) the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus, and the Spinco Registration Statement and (II) any registration statement for offerings of debt securities and any offering memoranda and similar documents in connection with a Securities Offering, in each case, with respect to any information relating to

SpinCo Indemnified Parties has the meaning set forth in the Separation Agreement.