Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Spinco shall, and shall cause the other members of the Spinco Group to, indemnify, defend and hold harmless Pluto, each other member of the Pluto Group and each of their Affiliates and each member of the Pluto Group’s and their respective Affiliates’ directors, officers, managers, members, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Indemnitees”), from and against any and all Losses of the Pluto Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien): (a) any Spinco Liability; (b) any failure of Spinco, any other member of the Spinco Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability in accordance with its terms, whether prior to, on or after the Distribution Time; (c) except to the extent it relates to a Pluto Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco Group by any member of the Pluto Group that survives following the Distribution Time; (d) any breach by Spinco or any member of the Spinco Group of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder); (e) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to any claim or demand against any member of the Pluto Group for the satisfaction of the Pluto Liabilities.

Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, Spinco SpinCo shall, and shall cause the other members of the Spinco SpinCo Group to, indemnify, defend and hold harmless PlutoParent, each other member of the Pluto Parent Group and each of their Affiliates respective past, present and each member of the Pluto Group’s and their respective Affiliates’ future directors, officers, managers, members, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Parent Indemnitees”), from and against any and all Losses Liabilities of the Pluto Parent Indemnitees to the extent relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco SpinCo Liability; (b) any failure of SpincoSpinCo, any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability in accordance with its termstheir respective terms any SpinCo Liabilities, whether prior to, on or after the Distribution Effective Time; (c) except to any breach by SpinCo or any other member of the extent it relates to a Pluto Liability, SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit in respect of any member of the Spinco Group a SpinCo Liability, that is provided by any member of the Pluto Parent Group and that survives following the Distribution Time; (d) any breach by Spinco or any member of the Spinco Group of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder);Distribution; and (e) Liabilities arising out any untrue statement or alleged untrue statement of claims made by either Party’s securityholders a material fact or lenders omission or alleged omission to state a material fact required to be stated therein or necessary to make the extent relating to the Financing or the Permanent Financingstatements therein not misleading, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any claim amendments or demand against supplements thereto) or any member other Disclosure Document, other than the matters described in clause (e) of the Pluto Group for the satisfaction of the Pluto LiabilitiesSection 4.3.

Indemnification by SpinCo. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary Agreement, Spinco shallfollowing the Effective Time, and SpinCo shall cause the other members of the Spinco Group to, indemnify, defend and hold harmless Pluto, each other member of the Pluto Group ParentCo and each of their its Affiliates and each member of all Persons who at any time prior to the Pluto Group’s and their respective Affiliates’ Effective Time were directors, officers, managersagents or employees of ParentCo or any of its Affiliates (in each case, membersin their respective capacities as such), employees and agentsin each case, and each of the together with their respective heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Pluto ParentCo Indemnitees”), from and against any and all Losses Liabilities and related losses of the Pluto ParentCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien):following: (a) any Spinco Liability; (b) any The failure of SpincoSpinCo, its Subsidiaries or any other member of the Spinco Group their respective Affiliates or any other Person to pay, perform or otherwise promptly discharge discharge, whether prior to or after the Effective Time, any Spinco Liability SpinCo Liabilities in accordance with its their respective terms, whether prior to, on or after the Distribution Time; (b) The SpinCo Liabilities (including any subsequently identified SpinCo Liabilities under Section 2.2(e)); (c) except Litigation matters that relate to the SpinCo Business prior to or after the Separation; (d) Except to the extent it relates relating to a Pluto SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding obligation for the benefit of SpinCo or any member of the Spinco Group SpinCo Subsidiaries by ParentCo or any member of the Pluto Group ParentCo Subsidiaries that survives following the Distribution Time; (d) any breach by Spinco or any member of the Spinco Group of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder)Distribution; (e) Liabilities arising out Any untrue statement, alleged untrue statement, omission or alleged omission of claims a material fact in the F-1, with respect to all information contained in the F-1 (except for any disclosure made by either Partyexplicitly in the ParentCo’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreementname); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to any Any breach by the Utah Parties SpinCo of this Agreement or inaccuracy as of Closing any of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to any claim or demand against any member of the Pluto Group for the satisfaction of the Pluto LiabilitiesAncillary Agreements.

Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement (including Section 5.11 herein) or in any Ancillary Agreement, Spinco to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the Spinco SpinCo Group to, indemnify, defend and hold harmless PlutoParent, each other member of the Pluto Parent Group and each of their Affiliates respective past, present and each member of the Pluto Group’s and their respective Affiliates’ future directors, officers, managers, members, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Parent Indemnitees”), from and against any and all Losses Liabilities of the Pluto Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco SpinCo Liability; (b) any failure of SpincoSpinCo, any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability SpinCo Liabilities in accordance with its their terms, whether prior to, on or after the Distribution Separation Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements (other than the IP Matters Agreement, Transition Services Agreement and Arrangement Agreement, of which indemnification obligations of the Parties are specified thereunder); (d) except to the extent it relates to a Pluto Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco SpinCo Group by any member of the Pluto Parent Group that survives following the Distribution Time;Separation; and (de) any breach 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 all information (i) contained in the IPO Registration Statement, any Prospectus or any Canadian Prospectus (including in any amendments or supplements thereto) (other than in each case information provided by Spinco Parent to SpinCo specifically for inclusion in the IPO Registration Statement, any Prospectus or any Canadian Prospectus), (ii) contained in any public filings made by SpinCo with the SEC or the Canadian Securities Authorities following the date of the IPO, or (iii) provided by SpinCo to Parent specifically for inclusion in Parent’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the SpinCo Group or (y) the SpinCo Business or (B) Parent has provided prior written notice to SpinCo that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided, that this subclause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of any member of the Spinco Parent Group, including as a result of any misstatement or omission of any information by any member of the Parent Group of to SpinCo; provided, further, that this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder); clause (e) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating shall not apply to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties indemnifiable matters set forth in Section 7.23 5.1 of the Business Combination Arrangement Agreement. Notwithstanding anything to , which shall be governed by the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member terms of the Spinco Group with respect to any claim or demand against any member of the Pluto Group for the satisfaction of the Pluto LiabilitiesArrangement Agreement.

Indemnification by SpinCo. Except as otherwise specifically set forth on Schedule 4.2, in this Agreement or in any Ancillary Agreement, Spinco to the fullest extent permitted by applicable Law, SpinCo shall, and shall cause the other members of the Spinco SpinCo Group to, indemnify, defend and hold harmless PlutoParent, each other member of the Pluto Parent Group and each of their Affiliates respective past, present and each member of the Pluto Group’s and their respective Affiliates’ future directors, officers, managers, members, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Parent Indemnitees”), from and against any and all Losses Liabilities of the Pluto Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco SpinCo Liability; (b) any failure of SpincoSpinCo, any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability SpinCo Liabilities in accordance with its their terms, whether prior to, on or after the Distribution Effective Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) the conduct of any business, operation or activity by SpinCo or any member of the SpinCo Group whether before or after the Effective Time; (e) except to the extent it relates to a Pluto Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco SpinCo Group by any member of the Pluto Parent Group that survives following the Distribution Time; (d) any breach by Spinco or any member of Distribution, including, but not limited to, the Spinco Group of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder); (e) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement)Real Estate Guarantees; and (f) Liabilities arising out any untrue statement or alleged untrue statement of claims made by either Party’s securityholders a material fact or lenders omission or alleged omission to state a material fact required to be stated therein or necessary to make the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary hereinstatements therein not misleading, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any claim amendments or demand against supplements thereto) or any member other Disclosure Document, other than the matters described in clause (f) of the Pluto Group for the satisfaction of the Pluto LiabilitiesSection 4.3.

Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary AgreementAgreement or as otherwise agreed to in writing by the Parties, Spinco to the fullest extent permitted by applicable Law, SpinCo shall, and shall cause the other members of the Spinco SpinCo Group to, indemnify, defend and hold harmless PlutoParent, each other member of the Pluto Parent Group and each of their Affiliates respective past, present and each member of the Pluto Group’s and their respective Affiliates’ future directors, officers, managers, members, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Parent Indemnitees”), from and against any and all Losses Liabilities of the Pluto Parent Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco SpinCo Liability; (b) any failure of SpincoSpinCo, any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability SpinCo Liabilities in accordance with its their terms, whether prior to, on or after the Distribution Effective Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) the conduct of any business, operation or activity by SpinCo or any member of the SpinCo Group whether before or after the Effective Time; (e) except to the extent it relates to a Pluto Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco SpinCo Group by any member of the Pluto Parent Group that survives following the Distribution Time; (d) any breach by Spinco or any member of Distribution, including, but not limited to, the Spinco Group of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunder); (e) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement)Real Estate Guarantees; and (f) Liabilities arising out any untrue statement or alleged untrue statement of claims made by either Party’s securityholders a material fact or lenders omission or alleged omission to state a material fact required to be stated therein or necessary to make the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary hereinstatements therein not misleading, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any claim amendments or demand against supplements thereto) or any member other Disclosure Document, other than the matters described in clause (f) of the Pluto Group for the satisfaction of the Pluto LiabilitiesSection 4.3.

Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreementother Transaction Document, Spinco to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the Spinco SpinCo Group to, indemnify, defend and hold harmless Plutothe Company, each other member of the Pluto Company Group and the Company’s Affiliates and each of their Affiliates respective past, present and each member of the Pluto Group’s and their respective Affiliates’ future directors, officers, managers, members, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pluto Company Indemnitees”), from and against any and all Losses Liabilities of the Pluto Company Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco SpinCo Liability; (b) any failure of SpincoSpinCo, any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability SpinCo Liabilities in accordance with its their terms; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the other Transaction Documents (other than any Transaction Document that expressly contains indemnification provisions, whether which shall be subject to the indemnification provisions contained in such Transaction Document); provided that the Company Indemnitees shall not have any claim pursuant to this Section 4.2(c) prior to, on or after to the Distribution Time; (cd) except to the extent it relates to a Pluto Company Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding to the extent discharged or performed by any member of the Company Group for the benefit of any member of the Spinco SpinCo Group by any member of the Pluto Company Group that survives following the Distribution Time; (d) any other than as a result of breach thereof by Spinco or any member of the Spinco SpinCo Group prior to the Effective Time or breach thereof by any member of this Agreement, any Additional Transfer Document or any Ancillary Agreement (other than any Ancillary Agreement which expressly provides for separate indemnification therein, in which case, any such indemnification claims shall be made thereunderthe Company Group); (e) any Liabilities arising out of claims made by either Party’s the securityholders or lenders of a party or any of their Affiliates to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries RMT Partner in writing prior to the Closing DateDistribution in connection with the SpinCo Financing, including the Permanent SpinCo Financing or the RMT Partner Financing (other than with respect to information described in Section 6.23 that was initially disclosed or provided to RMT Partner by any member of the Business Combination AgreementCompany Group); and (f) Liabilities arising out any untrue statement or alleged untrue statement of claims made by either Party’s securityholders a material fact or lenders omission or alleged omission to state a material fact required to be stated therein or necessary to make the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary hereinstatements therein not misleading, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to statements made explicitly in RMT Partner’s name in any claim Securities Filings. In the event that SpinCo shall transfer a majority of its assets to another Person, RMT Partner shall, or demand against any member shall cause such transferee to, assume the obligations of the Pluto Group for the satisfaction of the Pluto LiabilitiesSpinCo under this Agreement.

Indemnification by SpinCo. Except as otherwise specifically set forth provided in this Agreement or in any Ancillary AgreementSections 3.5 and 3.6, Spinco SpinCo shall, and in the case of clauses (a), (b) and (c) below shall in addition cause the other members Appropriate Member of the Spinco SpinCo Group to, indemnify, defend and hold harmless PlutoRemainCo, each other member of the Pluto Group and each of their Affiliates and each member of the Pluto Group’s RemainCo Group and their respective Affiliates’ , successors and assigns, and all stockholders (other than stockholders of any publicly traded member of the RemainCo Group), directors, officers, managersagents or employees of any member of the RemainCo Group (in each case, members, employees and agentsin their respective capacities as such), and each of the their respective heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Pluto RemainCo Indemnitees”), ) from and against any and all Losses of the Pluto RemainCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any Lienduplication): (a) any Spinco Liability; (b) any the failure of Spinco, SpinCo or any other member of the Spinco SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any Spinco Liability SpinCo Liabilities in accordance with its their respective terms, whether prior to, on at or after the Distribution Time; (b) any SpinCo Liability (including any SpinCo Specified Liability); (c) except to the extent it relates to a Pluto Liability, any guarantee, indemnification breach by SpinCo or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Spinco SpinCo Group by of any member provision of this Agreement or of any of the Pluto Group that survives following Ancillary Agreements, subject (in the Distribution Time;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 breach by Spinco untrue statement or any member 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 Spinco Group of this Agreementstatements therein not misleading, any Additional Transfer Document with respect to all Information contained in the Registration Statement or any Ancillary Agreement the Information Statement (other than any Ancillary Agreement which Information regarding RemainCo provided by RemainCo in writing to SpinCo expressly provides for separate indemnification therein, inclusion in which case, any such indemnification claims shall be made thereunderthe Registration Statement or the Information Statement); (e) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to the Financing or the Permanent Financing, including the use of any information in connection therewith (other than information provided by or on behalf of Pluto or any of its Subsidiaries in writing prior to the Closing Date, including the information described in Section 6.23 of the Business Combination Agreement); and (f) Liabilities arising out of claims made by either Party’s securityholders or lenders to the extent relating to any breach by the Utah Parties or inaccuracy as of Closing of the representations and warranties set forth in Section 7.23 of the Business Combination Agreement. Notwithstanding anything to the contrary herein, in no event will any Pluto Indemnitee have the right to seek indemnification from any member of the Spinco Group with respect to any claim or demand against any member of the Pluto Group for the satisfaction of the Pluto Liabilities.