Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. SpinCo agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by SpinCo. From and after the Distribution Date, SpinCo agrees to indemnify and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless, to harmless Parent and each member of the full extent permitted by law, Parent Group and each Holder, such ▇▇▇▇▇▇’s Affiliates and of their respective officersRepresentatives and Affiliates (and the heirs, directorsexecutors, employees, advisors, successors and agents and each Person who controls (within the meaning assigns of the Securities Act or the Exchange Actany of them) such Persons from and against any and all lossesagainst, claimswithout duplication, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any untrue member of the SpinCo Group is responsible for under Section 2 or alleged untrue statement Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)), (ii) all indemnity payments required to made by any member of a material fact contained in the Parent Group pursuant to the IAC Tax Sharing Agreement to the extent relating to Taxes attributable to any Registration Statement under which member of the Sale SpinCo Group and (iii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of such Registrable Securities was Registered under the Securities Act Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any final representations made in connection with the Private Letter Ruling or preliminary Prospectus contained therein the Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). If the indemnification obligation of SpinCo or any amendment thereof member of the SpinCo Group under this Section 3(b) (or supplement thereto the adjustment giving rise to such indemnification obligation) results in a Tax Benefit to Parent or any documents incorporated by reference thereinmember of the Parent Group, which would not, but for the Tax which is the subject of the indemnification obligation (or the adjustment giving rise to such indemnification obligation), be allowable, then Parent shall pay SpinCo the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that Parent or any such statement made in any free writing prospectus (as defined in Rule 405 under member of the Securities Act) that SpinCo has filed or is Parent Group would have been required to file pursuant to Rule 433(d) under pay and bear (or increases, in cash, the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case amount of a Prospectus, preliminary Prospectus Refund to which Parent or free writing prospectus, in light any member of the circumstances under which they were madeParent Group would have been entitled) not misleading; provided, however, that but for such indemnification (or adjustment giving rise to such indemnification obligation). Parent shall pay SpinCo shall not be liable to any particular indemnified party in any for such case to the extent that any Tax Benefit no later than five (5) Business Days after such Loss arises out of or Tax Benefit is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such HolderActually Realized.

Indemnification by SpinCo. Except as provided in Sections 3.5 and 3.6, SpinCo agrees to indemnify shall, and in the case of clauses (a), (b) and (c) below shall in addition cause the Appropriate Member of the SpinCo Group to, indemnify, defend and hold harmless, to the full extent permitted by lawharmless RemainCo, each Holder, such ▇▇▇▇▇▇’s Affiliates member of the RemainCo Group and their respective officersAffiliates, successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group), directors, employeesofficers, advisorsagents or employees of any member of the RemainCo Group (in each case, in their respective capacities as such), and agents their respective heirs, executors, administrators, successors and each Person who controls assigns (within collectively, the meaning of the Securities Act or the Exchange Act“RemainCo Indemnitees”) such Persons from and against any and all lossesLosses of the RemainCo Indemnitees relating to, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon resulting from any of the following (iwithout duplication): (a) the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time; (b) any SpinCo Liability (including any SpinCo Specified Liability); (c) any breach by SpinCo or any member of the SpinCo Group of any provision of this Agreement or of any of the Ancillary Agreements, subject (in the case of each of the Ancillary Agreements) to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and (d) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all Information contained in the case Registration Statement or the Information Statement (other than Information regarding RemainCo provided by RemainCo in writing to SpinCo expressly for inclusion in the Registration Statement or the Information Statement); in each case, regardless of a Prospectuswhen or where the loss, preliminary Prospectus claim, accident, occurrence, event or free writing prospectushappening giving rise to the Loss took place, in light of the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in or whether any such case to the extent that any such Loss arises out of loss, claim, accident, occurrence, event or happening is based upon an untrue statement known or alleged untrue statement unknown, or omission reported or alleged omission made in any such Registration Statement in reliance upon unreported and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.regardless

Indemnification by SpinCo. SpinCo agrees to indemnify Except as otherwise specifically set forth in this Agreement (including Section 9.13) or in any Transaction Document, from and hold harmlessafter the Distribution Effective Time, to the full fullest extent permitted by lawLaw, SpinCo shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless iStar, each Holder, such ▇▇▇▇▇▇’s Affiliates other member of the iStar Group (including the SAFE Group after the effective time of the Merger) and each of their respective past, present and future directors, officers, directorsemployees and agents, employees, advisorsin each case in their respective capacities as such, and agents and each Person who controls (within the meaning of the Securities Act or heirs, executors, successors and assigns of any of the Exchange Act) such Persons foregoing (collectively, the “iStar Indemnitees”), from and against any and all lossesLiabilities of the iStar Indemnitees to the extent relating to, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon resulting from, directly or indirectly, any of the following items (iwithout duplication): (a) any Assumed Liability, or any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Assumed Liabilities in accordance with their terms, whether prior to, on or after the Distribution Effective Time; (b) third-party claims relating to the Transferred Business or Transferred Assets; (c) any breach by SpinCo or any other member of the SpinCo Group of any of the Transaction Documents; (d) any use by SpinCo or any other member of the SpinCo Group of any Know-How licensed to the SpinCo Group pursuant to this Agreement; (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all information contained in the case of a ProspectusForm 10, preliminary Prospectus the Information Statement, or free writing prospectus, in light any other Disclosure Document filed by SpinCo or any member of the circumstances under which they were madeSpinCo Group, other than the matters described in Section 4.3(d); and (f) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in SpinCo’s or any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use Group member’s name in the preparation thereof. This indemnity Joint Proxy Statement / Prospectus or any other Disclosure Document filed by iStar or any member of the iStar Group; it being agreed that all other information in the Joint Proxy Statement / Prospectus or any other Disclosure Document filed by iStar or any member of the iStar Group shall be in addition deemed to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made be information supplied by or on behalf of such Holder iStar or any indemnified party and shall survive member of the transfer of such securities by such HolderiStar Group.

Indemnification by SpinCo. SpinCo agrees to indemnify and hold harmless, to the full extent permitted by law, each HolderParent, such ▇▇▇▇▇▇Parent’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Parent or any indemnified party and shall survive the transfer of such securities by such HolderParent.

Indemnification by SpinCo. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, SpinCo agrees shall and shall cause the other members of the SpinCo Group to indemnify indemnify, defend and hold harmlessharmless the RemainCo Indemnitees from and against any and all Indemnifiable Losses of the RemainCo Indemnitees arising out of, by reason of or otherwise in connection with any of the following items (without duplication): (a) the SpinCo Liabilities, or any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the full extent permitted Effective Time, (b) any misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within any member of the meaning of RemainCo Group pursuant to the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectustherein, in light of the circumstances under which they were made) , not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in any such each case to the extent extent, but only to the extent, that those Liabilities are caused by any such Loss arises out of or is based upon an untrue statement or alleged untrue statement misstatement or omission or alleged misstatement or omission based upon information that is either furnished to any member of the RemainCo Group by any member of the SpinCo Group or incorporated by reference by any member of the RemainCo Group from any filings made by any member of the SpinCo Group with the Commission pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the Effective Time or (c) any breach by SpinCo of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity indemnification claims shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holderthereunder.

Indemnification by SpinCo. Except as provided in Section 7.5, SpinCo agrees to indemnify shall, and shall cause each of the other SpinCo Parties to, indemnify, defend and hold harmless, to harmless the full extent permitted by law, Jefferies Parties and each Holder, such ▇▇▇▇▇▇’s Affiliates and of their respective officersAffiliates, directors, employeesofficers, advisorsemployees and agents, and agents and each Person who controls (within the meaning of the Securities Act or heirs, executors, successors and assigns of any of the Exchange Act) such Persons foregoing (collectively, the “Jefferies Indemnified Parties”), from and against any and all lossesExpenses or Losses incurred or suffered by one or more of the Jefferies Indemnified Parties, claimsin connection with, damagesrelating to, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon due to, directly or indirectly, any of the following items: (ia) any untrue claim that the information included in the Form 10 or alleged untrue statement of a the Information Statement that was supplied by SpinCo, is or was false or misleading with respect to any material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein omits or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission omitted to state therein a any material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectustherein, in light of the circumstances under which they were made) , not misleading, regardless of whether the occurrence, action or other event giving rise to the applicable matter took place prior to or subsequent to the Effective Time; providedit being understood that apart from the information set forth on Schedule 7.3(a), howeverall information included in the Form 10 or the Information Statement shall be deemed to be information supplied by SpinCo; (b) the conduct of the SpinCo Parties (on and after the Effective Time); (c) the Vitesse Business not being operated in the Ordinary Course prior to the Effective Time as a result of any action or failure to act by (i) any SpinCo Party, that (ii) any person who served or is serving as a director, officer or employee of any SpinCo shall Party after the Effective Time, or (iii) any person whose employment and job responsibilities would have resulted in such person serving as a director, officer or employee of any SpinCo Party after the Effective Time had such person not be liable retired or his employment been terminated voluntarily or involuntarily prior to the Effective Time; or (d) the breach by any particular indemnified party SpinCo Party of any covenant or agreement set forth in this Agreement or any agreement or instrument contemplated by this Agreement (other than the Tax Matters Agreement); in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such case to the extent that any such Loss arises out of loss, claim, accident, occurrence, event or happening is based upon an untrue statement known or alleged untrue statement unknown, or omission reported or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holderunreported.

Indemnification by SpinCo. In the event of any registration of any securities of SpinCo agrees under the Securities Act pursuant to Article II or Article III, SpinCo will indemnify and hold harmlessharmless each selling Holder of any Registrable Securities covered by such Registration Statement, to the full extent permitted by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, its directors, employees, advisors, officers and agents and each Person other Person, if any, who controls (such selling Holder within the meaning of Section 15 of the Securities Act or the Exchange Act) (each such Persons from selling Holder and such other Persons, collectively, “Holder Covered Persons”), against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Damages”) actually and as incurred by such Holder Covered Person under the Securities Act, common law or otherwise, to the extent that such Damages (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising arise out of or based upon result from (ia) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, any Registration Statement Statement, Prospectus, Canadian Prospectus or in any amendment or supplement thereto, under which the Sale of such Registrable Securities was Registered securities were registered under the Securities Act (including any final or preliminary Prospectus contained therein qualified for offer and sale under applicable Canadian Securities Laws or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectustherein, in light of the circumstances under which they were made, not misleading, or (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or preliminary Canadian Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if SpinCo shall have filed with the SEC or applicable Canadian Securities Authorities any amendment thereof or supplement thereto), if used prior to the effective date of such Registration Statement or prior to the filing of a final Canadian Prospectus (including a final Canadian Shelf Prospectus Supplement, as applicable), or contained in the Prospectus or the Canadian Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if SpinCo shall have filed with the SEC or applicable Canadian Securities Authorities any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party Holder Covered Person in any such case to the extent that any such Loss Damage (or action or proceeding in respect thereof) arises out of or is based upon an relates to any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Canadian Prospectus or amendment thereof or supplement thereto or in any such Registration Statement preliminary, final or summary Prospectus or Canadian Prospectus in reliance upon and in conformity with written information furnished to SpinCo by or on behalf of any such indemnified party expressly Holder Covered Person specifically for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo agrees to indemnify indemnify, defend and hold harmless, to harmless the full extent permitted by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons RemainCo Indemnitees from and against any and all lossesLosses (including, claimsfor the avoidance of doubt, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party theretoTaxes) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) the RemainCo Indemnitees to the extent arising out of, by reason of or based upon otherwise in connection with (i) the SpinCo Liabilities, (ii) the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities, whether prior to, at or after the Distribution Effective Time, (iii) any breach by any member of the SpinCo Group of this Agreement or the Transition Services Agreement, (iv) except to the extent it relates to RemainCo Liabilities, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding to the extent discharged or performed by any member of the SpinCo Group for the benefit of any member of the RemainCo Group that survives the Distribution Effective Time, (v) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all information contained in the case of a ProspectusSpin-Off Registration Statement or the related Information Statement (including any amendments or supplements), preliminary Prospectus or free writing prospectus, any other filings with the SEC made in light of connection with the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in transactions contemplated by this Agreement (but excluding any such case Liabilities to the extent that relating to information supplied by the Company in writing expressly for inclusion in the Spin-Off Registration Statement, the related Information Statement or such other filings), (vi) any such Loss arises Liabilities of the RemainCo Indemnitees relating to, arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made resulting from claims by any holders of common shares of SpinCo, in their capacity as such, in connection with the Distribution and (vii) any SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the extent such Registration Statement in reliance upon Taxes constitute SpinCo Indemnified Taxes and in conformity with written information furnished no event shall SpinCo be required to indemnify, defend and hold the RemainCo Indemnitees harmless from and against any and all Losses to the extent such Losses relate to Taxes that are not SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such HolderIndemnified Taxes.

Indemnification by SpinCo. SpinCo agrees to indemnify From and after the time of the Distribution, SPINCO shall indemnify, defend and hold harmlessharmless LICT and each of its Subsidiaries, to the full extent permitted by law, and each Holder, such ▇▇▇▇▇▇’s Affiliates and of their respective directors, officers, directors, employees, advisorsagents, and agents Affiliates, and each Person who controls (within the meaning of the Securities Act or heirs, executors, successors and assigns of any of the Exchange Actforegoing (the “LICT Indemnitees”) such Persons from and against the SPINCO Liabilities and any and all losses, claims, Liabilities and damages, liabilities including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorney’s fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions (or actions in respect thereofcollectively, whether or not such indemnified party is a party thereto) and expenses“LICT Indemnifiable Losses” and, joint or several (including reasonable costs of investigation and legal expenses) (eachindividually, a an “LICT Indemnifiable Loss” and collectively “Losses”) of the LICT Indemnitees arising out of or based upon due to (ia) the SPINCO Business, (b) the failure or alleged failure of SPINCO or any of its Affiliates to pay, perform or otherwise discharge in due course any of the SPINCO Liabilities, (c) the breach by SPINCO of any of its respective obligations under this Agreement, and (d) any untrue statement or alleged untrue statement of a material fact (i) contained in any Registration Statement under which document filed with the Sale of such Registrable Securities was Registered under SEC by SPINCO following the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file Distribution pursuant to Rule 433(d) under the Securities Act, the Exchange Act, or any other applicable securities rule, regulation or law, (ii) otherwise disclosed following the Distribution to investors or potential investors in any SPINCO Company by any SPINCO Company, or (iii) furnished to any LICT Company by any SPINCO Company for inclusion in any public disclosures to be made by any LICT Indemnitee, including filings with the SEC or disclosures to investors or potential investors in any LICT Company; or any omission or alleged omission to state therein in any information described in clauses (i), (ii) or (iii) above a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) , not misleading; provided. Notwithstanding the foregoing, however, that SpinCo shall not indemnification will be liable to any particular indemnified party in any such case available under clause (c) of this Section 6.3 only to the extent that those LICT Indemnifiable Losses are caused by any such Loss arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied by an LICT Company or alleged omission made in any such Registration Statement in reliance upon an agent thereof acting on its behalf. The SPINCO Indemnifiable Losses and in conformity with written information furnished the LICT Indemnifiable Losses are collectively referred to SpinCo by such indemnified party expressly for use in as the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder“Indemnifiable Losses.”

Indemnification by SpinCo. SpinCo Spinco agrees to indemnify and hold harmless, to the full fullest extent permitted by law, each Holder, such ▇▇▇▇▇▇Holder’s Affiliates and its and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons (collectively, the “Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party Holder Indemnified Party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo Spinco has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that SpinCo Spinco shall not be liable to any particular indemnified party Holder Indemnified Party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo Spinco by such indemnified party Holder Indemnified Party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo Spinco may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party Holder Indemnified Party and shall survive the transfer of such securities by such Holder.

Indemnification by SpinCo. SpinCo agrees to indemnify and hold harmlessreimburse, to the full fullest extent permitted by law, each Holderseller of Registrable Securities, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, each of its employees, advisors, agents, representatives, partners, officers, and agents directors and each Person who controls such seller (within the meaning of the Securities Act or the Exchange Act) such Persons from and any agent or investment advisor thereof (collectively, the “Seller Affiliates”) (A) against any and all losses, claims, damages, liabilities (or actions in respect thereofliabilities, whether or not such indemnified party is a party thereto) and expenses, joint or several (including including, without limitation, reasonable costs of investigation attorneys’ fees and legal expensesdisbursements except as limited by Section 2.8.3) (eachbased upon, a “Loss” and collectively “Losses”) arising out of of, related to or based upon (i) resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final registration statement, prospectus, or preliminary Prospectus contained therein prospectus or any amendment thereof or supplement thereto thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein)) or other document or report incident to any such registration, qualification or compliance, or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) based on any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, (in B) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light extent of the circumstances under which they were made) not misleading; providedaggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, howevercommenced or threatened, that SpinCo shall not be liable or of any claim whatsoever based upon, arising out of, related to any particular indemnified party in or resulting from any such case untrue statement or omission or alleged untrue statement or omission, and (C) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or such violation of the Securities Act, Exchange Act or any state securities laws applicable to SpinCo, to the extent that any such Loss arises out of expense or cost is based upon an untrue statement not paid under subparagraph (A) or alleged untrue statement or omission or alleged omission made in (B) above; except insofar as any such Registration Statement statements are made in reliance upon and in strict conformity with written information furnished in writing to SpinCo by such indemnified party expressly seller or any Seller Affiliate for use therein or in the preparation thereofcase of an offering that is not underwritten. This indemnity shall The reimbursements required by this Section 2.8.1 will be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by periodic payments during the course of the investigation or on behalf of such Holder defense, as and when bills are received or any indemnified party and shall survive the transfer of such securities by such Holderexpenses incurred.

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo agrees to indemnify indemnify, defend and hold harmless, to harmless the full extent permitted by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons RemainCo Indemnitees from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs Losses of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) the RemainCo Indemnitees to the extent arising out of, by reason of or based upon otherwise in connection with (i) the SpinCo Liabilities, (ii) the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities, whether prior to, at or after the Distribution Effective Time, (iii) any breach by any member of the SpinCo Group of this Agreement or the Transition Services Agreement, (iv) except to the extent it relates to RemainCo Liabilities, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding to the extent discharged or performed by any member of the SpinCo Group for the benefit of any member of the RemainCo Group that survives the Distribution Effective Time, (v) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all information contained in the case of a ProspectusSpin-Off Registration Statement or the related Information Statement (including any amendments or supplements), preliminary Prospectus or free writing prospectus, any other filings with the SEC made in light of connection with the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in transactions contemplated by this Agreement (but excluding any such case Liabilities to the extent that relating to information supplied by the Company in writing expressly for inclusion in the Spin-Off Registration Statement, the related Information Statement or such other filings), (vi) any such Loss arises Liabilities of the RemainCo Indemnitees relating to, arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made resulting from claims by any holders of common stock of SpinCo, in their capacity as such, in connection with the Distribution and (vii) any SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the extent such Registration Statement in reliance upon Taxes constitute SpinCo Indemnified Taxes and in conformity with written information furnished no event shall SpinCo be required to indemnify, defend and hold the RemainCo Indemnitees harmless from and against any and all Losses to the extent such Losses relate to Taxes that are not SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such HolderIndemnified Taxes.

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, SpinCo agrees to indemnify indemnify, defend and hold harmless, to harmless the full extent permitted by law, each Holder, such ▇▇▇▇▇▇’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons RemainCo Indemnitees from and against any and all lossesLosses (including, claimsfor the avoidance of doubt, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party theretoTaxes) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) the RemainCo Indemnitees to the extent arising out of, by reason of or based upon otherwise in connection with (i) the SpinCo Liabilities, (ii) the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities, whether prior to, at or after the Distribution Effective Time, (iii) any breach by any member of the SpinCo Group of this Agreement or the Transition Services Agreement, (iv) except to the extent it relates to RemainCo Liabilities, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding to the extent discharged or performed by any member of the SpinCo Group for the benefit of any member of the RemainCo Group that survives the Distribution Effective Time, (v) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all information contained in the case of a ProspectusSpin-Off Registration Statement or the related Information Statement (including any amendments or supplements), preliminary Prospectus or free writing prospectus, any other filings with the SEC made in light of connection with the circumstances under which they were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in transactions contemplated by this Agreement (but excluding any such case Liabilities to the extent that relating to information supplied by the Company in writing expressly for inclusion in the Spin-Off Registration Statement, the related Information Statement or such other -44- filings), (vi) any such Loss arises Liabilities of the RemainCo Indemnitees relating to, arising out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made resulting from claims by any holders of common shares of SpinCo, in their capacity as such, in connection with the Distribution and (vii) any SpinCo Indemnified Taxes. This Section 5.3 shall apply with respect to any Taxes solely to the extent such Registration Statement in reliance upon Taxes constitute SpinCo Indemnified Taxes and in conformity with written information furnished no event shall SpinCo be required to indemnify, defend and hold the RemainCo Indemnitees harmless from and against any and all Losses to the extent such Losses relate to Taxes that are not SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such HolderIndemnified Taxes.