By Alltel Sample Clauses
The "By Alltel" clause designates actions, obligations, or rights that are specifically to be performed or exercised by Alltel, the named party in the agreement. In practice, this clause might outline responsibilities such as providing services, delivering notices, or fulfilling payment terms that are solely Alltel's duty under the contract. Its core function is to clearly allocate specific tasks or responsibilities to Alltel, ensuring there is no ambiguity about which party is accountable for those particular aspects of the agreement.
By Alltel. In addition to any indemnity in any other Transaction Agreement, Alltel shall indemnify, defend and hold harmless the Spinco Indemnitees from and against all Indemnifiable Losses arising out of or due to (i) the transfer of assets and liabilities as provided under this Agreement, (ii) any administrative errors or administrative failures of any member of the At. Co. Group regarding the Alltel employee benefit plans, policies, and compensation programs and which has an impact on the expected benefits under, or compliance with any law of, the Spinco employee benefit plans, policies, and compensation programs, (iii) claims for benefits by any person under the Spinco employee benefit plans, policies, and compensation programs attributable to any foregoing administrative errors or administrative failures of any member of the At. Co. Group, or (iv) any liabilities and obligations pertaining to any person or entity to the extent not expressly assumed by Spinco under this Agreement; provided, however, the forgoing indemnity shall not apply in any case or circumstance to the extent (i) involving a fiduciary violation under ERISA against any member of the Spinco Group or any of its agents or fiduciaries or (ii) any member of the Spinco Group or any of its agents or fiduciaries has been negligent, acted with willful misconduct, engaged in fraud or embezzlement or violated any applicable law. The foregoing indemnities under subsections (a) and (b) shall apply to any claim formally presented in writing to the other party before the first anniversary of the Distribution Date.