Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of any member of the DuPont Group or any member of the Chemours Group, in each case, under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities and (ii) except for any indemnification obligations of any Chemours Indemnitee (other than Chemours) that is the subject of a Disposition Event, any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Appears in 4 contracts
Sources: Separation Agreement, Separation Agreement (Dupont E I De Nemours & Co), Separation Agreement (Chemours Co)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article VI shall survive the Internal Reorganization, the Internal Reorganization Contribution and the Internal Reorganization Distribution.
(b) The rights and obligations of any member of the DuPont JS Global Group or any member of the Chemours SharkNinja Group, in each case, under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries Affiliates of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to Liabilities (unless the Third Party acquiror assumes such Assets, businesses or Liabilities obligations) and (ii) except for any indemnification obligations of any Chemours Indemnitee (other than Chemours) that is the subject of a Disposition Event, any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries, in each case, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.
(c) No Party shall have any right to set off any losses (including Indemnifiable Losses) under this Article VI against any payments to be made by such Party pursuant to this Agreement or any other agreement between or among the Parties, including any Ancillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (SharkNinja, Inc.)