Spinco Indemnified Parties definition

Spinco Indemnified Parties has the meaning ascribed thereto in Section 4.1.

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

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

Examples of Spinco Indemnified Parties in a sentence

• SpinCo shall cause the SpinCo Indemnified Parties, and RemainCo shall cause RemainCo Indemnified Parties, to comply with the foregoing and with Section 7.01 as though such Indemnified Parties were a Party to this Agreement.

• In this connection, GPC hereby acknowledges that it is aware that factual matters unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the SpinCo Indemnified Parties from the Liabilities described in the first sentence of this Section 2.06(a).

• None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third Party other than the SpinCo Indemnified Parties or the Company Indemnified Parties under Article 9.

• Notwithstanding anything to the contrary contained in this Agreement, (a) the Merger Sub Indemnified Parties shall be third-party beneficiaries of the provisions set forth in Section 11.1(a), (b) the SpinCo Indemnified Parties shall be third-party beneficiaries of the provisions set forth in Section 11.1(b) and (c) the Related Parties shall be third-party beneficiaries of the provisions set forth in Section 14.6.

• Following the Distribution, Merger Partner Equityholder shall indemnify, defend and hold harmless each SpinCo Indemnified Party, from and against any and all Liabilities of the SpinCo Indemnified Parties relating to, arising out of or resulting from any Merger Partner Leakage Amount.

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 set forth in Section 5.1(a).

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.