Common use of Indemnity by CSI Clause in Contracts

Indemnity by CSI. 6.2.1 CSI hereby agrees to indemnify, defend and hold harmless each Newco and its respective directors, officers and Subsidiaries against and in respect of all Losses that result from: 6.2.1.1 any failure of the parties to comply with any bulk transfer law of any jurisdiction in connection with the Transformation; and 6.2.1.2 the conduct of CSI's business after the Transformation Date that does not relate to any Newco's business; provided, however, that this Section 6.2.1 does not apply to any Losses related to income taxes and payroll taxes (which such Losses are governed by the Tax Sharing Agreement). Any Newco claiming indemnification under this Section 6.2.1 shall provide CSI written notice of such claim, whether or not arising out of a claim by a third party. 6.2.2 CSI hereby agrees to indemnify, defend and hold harmless Riverstone and its respective directors, officers and Subsidiaries against and in respect of all losses arising out of or related to any offer of recission made pursuant to California securities law to repurchase any unexercised options issued before the Transformation Date to employees, consultants or advisors of CSI or Riverstone.