Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication): (a) the SpinCo Liabilities, including 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 Liability in accordance with its terms; (b) any breach by SpinCo or any other member of the SpinCo Group of this Agreement, or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and (c) any breach by SpinCo of any of the representations and warranties made by SpinCo on behalf of itself and the members of the SpinCo Group in Section 11.01(c) or in the Representation Letters.

Appears in 8 contracts

Sources: Separation and Distribution Agreement (General Electric Co), Separation and Distribution Agreement (GE Vernova Inc.), Separation and Distribution Agreement (GE Vernova LLC)

Indemnification by SpinCo. Subject to Section 6.045.04, SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication): (a) the SpinCo Liabilities, including 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 Liability in accordance with its terms;terms; (b) any breach by SpinCo or any other member of the SpinCo Group of this Agreement, or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); controlling); and (c) any breach by SpinCo of any of the representations and warranties made by SpinCo on behalf of itself and the members of the SpinCo Group in Section 11.01(c) or in the Representation Letters).

Appears in 4 contracts

Sources: Separation and Distribution Agreement (CompoSecure, Inc.), Separation and Distribution Agreement (Resolute Holdings Management, Inc.), Separation and Distribution Agreement (Resolute Holdings Management, Inc.)

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless ParentHCMC, each other member of the Parent HCMC Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “Parent HCMC Indemnitees”), from and against any and all Liabilities of the Parent HCMC Indemnitees to the extent relating to, arising out of or resulting from any of the following items (without duplication): (a) the SpinCo LiabilitiesLiabilities (including with respect to Shared Contracts), including 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 Liability in accordance with its terms; (b) any breach by SpinCo or any other member of the SpinCo Group of this Agreement, Agreement or any Ancillary Agreement, Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and (c) any breach by SpinCo of any of the representations and warranties made by SpinCo on behalf of itself and the members of the SpinCo Group in Section 11.01(c) or in the Representation Letters).

Appears in 2 contracts

Sources: Separation and Distribution Agreement (Healthy Choice Wellness Corp.), Separation and Distribution Agreement (Healthy Choice Wellness Corp.)