Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Nuance, each other member of the Nuance Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Nuance Indemnitees”), from and against any and all Liabilities of the Nuance Indemnitees 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).

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless NuanceParent, each other member of the Nuance Parent Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Nuance Parent Indemnitees”), from and against any and all Liabilities of the Nuance 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).

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless NuanceHoneywell, each other member of the Nuance Honeywell Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Nuance Honeywell Indemnitees”), from and against any and all Liabilities of the Nuance Honeywell Indemnitees 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, 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).

Indemnification by SpinCo. Subject to Section 6.047.04, SpinCo shall indemnify, defend and hold harmless NuanceHoneywell, each other member of the Nuance Honeywell Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Nuance Honeywell Indemnitees”), from and against any and all Liabilities of the Nuance Honeywell Indemnitees 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, 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(c12.01(c).

Indemnification by SpinCo. Subject to Section 6.04, SpinCo shall indemnify, defend and hold harmless Nuance, each other member of the Nuance Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Nuance Indemnitees”), from and against any and all Liabilities of the Nuance Indemnitees 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(c12.01(c).