Common use of General Cross Indemnification Clause in Contracts

General Cross Indemnification. (a) Cendant agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and each of the officers, directors, employees and agents of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Cendant of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and (ii) the operation or conduct of the business of Cendant, whether before, on or after the date hereof, other than the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Subsidiaries or its predecessors. (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to indemnify and hold the Cendant Group and their officers, directors, employees and agents against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and the Initial Public Offering, (ii) the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into and any activities engaged in by, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Subsidiaries and its franchisees, whether before, on or after the date hereof, including with respect to any pending litigation against the Cendant Group with respect thereto as of the date, (iii) any acts or omissions arising out of the performance of this Agreement or any other agreement between the Cendant Group and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ executed in connection with this Agreement and the Initial Public Offering, whether in the past or future and (iv) any guaranty, keepwell or financial condition maintenance agreement of or by the Cendant Group provided to any Person with respect to any actual or contingent obligation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries. (c) The indemnity agreement contained in Sections 8.1(a) and (b) shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.

General Cross Indemnification. (a) Cendant agrees to indemnify and hold harmless ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express and each of the officers, directors, employees and agents of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Cendant of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express executed in connection with this Agreement and (ii) the operation or conduct of the business of Cendant, whether before, on or after the date hereof, other than the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Express, its Subsidiaries or its predecessors; provided, however, that Cendant shall have no obligation under this Section 8.1(a) with respect to any Action arising in regards to the Services being provided under Exhibit A-2. (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express agrees to indemnify and hold the Cendant Group and their officers, directors, employees and agents against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express of this Agreement or any other agreement between Cendant and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express executed in connection with this Agreement and Agreement, the Initial Public OfferingOffering and the Preferred Stock Placement, (ii) the ownership or the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into and any activities engaged in by, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, its Subsidiaries Express and its franchiseesSubsidiaries, whether before, on or after the date hereof, including with respect to any pending litigation against the Cendant Group with respect thereto as of the date, (iii) any acts or omissions arising out of the performance of this Agreement or any other agreement between the Cendant Group and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express executed in connection with this Agreement and Agreement, the Initial Public OfferingOffering and the Preferred Stock Placement, whether in the past or future and (iv) any guaranty, keepwell or financial condition maintenance agreement of or by the Cendant Group provided to any Person with respect to any actual or contingent obligation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Express or any of its Subsidiaries. (c) The indemnity agreement contained in Sections 8.1(a) and (b) shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date of this Agreement.