Common use of Assumption and Indemnification Clause in Contracts

Assumption and Indemnification. (a) Subject to Section 4.02 hereof, the Tax Sharing Agreement and Article VII hereof, from and after the Distribution Date, Xxxxxx shall retain or assume, as the case may be, and shall indemnify, defend and hold harmless each Healthcare Services Individual and each member of the Healthcare Services Group, and each of their Representatives and Affiliates, from and against, (1) all liabilities for third party claims relating to, arising out of or due to, directly or indirectly, the service by any Healthcare Services Individual as an officer, director or employee of any member of the Xxxxxx Group prior to the Distribution, except to the extent covered by insurance and provided such indemnification would be permitted by law if such officer, director or employee made a claim for indemnification, (2) all Liabilities of the Xxxxxx Group under this Agreement or any of the Other Agreements, and (3) all Indemnifiable Losses of any such Healthcare Services Individual, member of the Healthcare Services Group, Representative or Affiliate relating to, arising out of or due to, directly or indirectly, the Xxxxxx Assets, the Xxxxxx Liabilities, the Xxxxxx Business, the Xxxxxx Individuals or the Xxxxxx Group's Representatives, whether relating to or arising out of occurrences prior to, on or after the Distribution Date.