Mutual Releases Indemnification Clause Samples

Mutual Releases Indemnification. Section 4.01 Releases.

Mutual Releases Indemnification. For the avoidance of doubt and subject to the provisions set forth in Section 8.1, the Parties’ mutual release and indemnification obligations hereunder shall be governed, mutatis mutandis, by ARTICLE IV of the Separation Agreement.

Mutual Releases Indemnification. Release of Pre-Distribution Claims 45 Section 9.2 Indemnification by SpinCo 47 Section 9.3 Indemnification by DevCo 48 Section 9.4 Procedures for Indemnification 48 Section 9.5 Indemnification Obligations Net of Insurance Proceeds 52 Section 9.6 Indemnification Obligations Net of Taxes 53 Section 9.7 Contribution 54 Section 9.8 Remedies Cumulative 54 Section 9.9 Survival of Indemnities 54 Section 9.10 Limitation of Liability 54

Mutual Releases Indemnification. Section 5.1 RELEASE OF PRE-IPO DATE CLAIMS.

Mutual Releases Indemnification. 4.1 Release of Pre-Distribution Claims (a) SpinCo Release of KAR. Except as provided in Section 4.1(c), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) KAR and the members of the KAR Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions contemplated by this Agreement and all other activities undertaken to implement the Internal Restructuring, Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities. (b) KAR Release of SpinCo. Except as provided in Section 4.1(c), effective as of the Effective Time, KAR does hereby, for itself and each other member of the KAR Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members...

Mutual Releases Indemnification. 1.1. Release of Pre-Closing Claims.

Mutual Releases Indemnification. Section 4.01 Release of Pre-External Split-Off Claims. (a) Except as provided in Section 4.01(c), effective as of the Distribution Date, AS SpinCo does hereby, on behalf of itself and each other member of the Availability Group, their respective Affiliates (other than any member of the SDS Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Availability Group (in each case, in their respective capacities as such) (the “Availability Releasors”), unequivocally, unconditionally and irrevocably release and discharge each member of the SDS Group, their respective Affiliates (other than any member of the Availability Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the SDS Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (the “SDS Releasees”), from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, guarantees, bonds, covenants, contracts, controversies, agreements, promises, indemnities, variances, trespasses, injuries, ▇▇▇▇▇, damages, judgments, remedies, demands, liens and liabilities, of any nature whatsoever, in law, at equity or otherwise, whether direct, indirect, derivative or otherwise, which have been asserted against an SDS Releasee or which, whether currently known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the Availability Releasors ever could have asserted or ever could assert, in any capacity, whether as partner, employer, agent or otherwise, either for itself or as an assignee, heir, executor, trustee or otherwise for or on behalf of any other Person, against the SDS Releasees, relating to any claims or transactions or occurrences whatsoever, up to and including the Distribution Date. (b) Except as provided in Section 4.01(c), effective as of the Distribution Date, each of Capital, Capital II, Holding, Holdco LLC and SDS does hereby, on behalf of itself and each other member of the SDS Group, their respective Affiliates (other than any member of the Availability Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders (other t...

Mutual Releases Indemnification. Digimarc and DMRC LLC will mutually release each other from any and all liabilities owing to them or their subsidiaries, whether or not known as of the distribution date, including in connection with the transactions contemplated by the Digimarc/L-1 merger agreement and all other activities to implement the restructuring and the distribution, subject to certain exceptions. Digimarc and DMRC LLC will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each other's indemnitees from, against and in respect of losses, claims, liabilities, damages, costs and expenses relating to: • the liabilities retained by such party pursuant to the separation agreement; • any and all liabilities (including third party claims) incurred by the other party's indemnitees that relate to, arise out of or result from the failure of such party or its subsidiary or any other person to pay, perform or otherwise promptly discharge such party's liabilities in accordance with their terms, whether occurring, arising, existing or asserted before, on or after the distribution date; • any breach by such party or its subsidiary of any of the transaction agreements; and • the failure by such party to perform in connection with any delayed transfer assets and liabilities. Digimarc will also indemnify DMRC LLC with respect to certain tax matters.

Mutual Releases Indemnification. Except as described in the next paragraph, Citrix, on the one hand, and GetGo, on the other hand, effective as of the Distribution, released the other party and group members, stockholders, directors, partners, managers, managing members, officers, agents and employees from any and all liabilities, whether arising under any Table of Contents contract or by operation of law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the contemplated transactions and all other activities to implement the separation and the distribution. Pursuant to the Separation Agreement, effective as of the Distribution, each of Citrix and GetGo agrees to indemnify, defend and hold harmless the other party and their respective group members, stockholders, directors, partners, managers, managing members, officers, agents and employees from and against, and to reimburse such indemnitees with respect to, any and all liabilities (excluding punitive damages or consequential, special or indirect damages, unless such damages have been awarded by a court of competent jurisdiction or arbitral tribunal in connection with a third party claim or such consequential, special or indirect damages are the reasonably foreseeable result of the action or omission giving rise to such damages) to the extent arising out of, resulting from or related to (without duplication): • where Citrix is the party providing such indemnification, the excluded liabilities, and where GetGo is the party providing such indemnification, the GetGo liabilities; and • any breach by the party providing such indemnification of any obligations to be performed by such persons pursuant to the Separation Agreement subsequent to the Distribution. The Separation Agreement also provides for certain detailed procedures regarding asserting and resolving any claims for indemnification, as well as the defense of third-party claims related to indemnifiable matters, including provisions requiring the parties to use commercially reasonable efforts to cooperate and maintain a joint defense in the event of a claim by a third party that implicates both of Citrix and GetGo (or LMI). The Separation Agreement also provides that Citrix may elect to have exclusive authority and control over the investigation, prosecution and appeal...