INDEMNIFICATION BY STRATOS. Subject to Section 5.3, Stratos shall indemnify, defend and hold harmless Methode, all Methode Affiliates and each of their respective directors, officers and employees (in their capacities as such), from and against: (a) all Losses relating to, arising out of, or due to, directly or indirectly, any breach by Stratos or any Stratos Affiliate of any of the provisions of this Agreement; (b) all Losses relating to, arising out of, or due to, directly or indirectly, any incorrect, inaccurate or incomplete financial and other information provided by Stratos or any Stratos Affiliate to Methode pursuant to Section 4.1 of this Agreement; (c) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the IPO Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by reference) in the IPO Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading other than with respect to the Methode Disclosure Portions; and (d) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the Distribution Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by reference) in the Distribution Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading other than with respect to the Methode Disclosure Portions.
Appears in 3 contracts
Sources: Initial Public Offering and Distribution Agreement (Stratos Lightwave Inc), Initial Public Offering and Distribution Agreement (Methode Electronics Inc), Initial Public Offering and Distribution Agreement (Stratos Lightwave Inc)