Indemnification by EWS Clause Samples
The "Indemnification by EWS" clause requires EWS to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means EWS will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to EWS's actions or omissions. This clause serves to allocate risk by ensuring that EWS bears responsibility for specific harms, thereby protecting the other party from financial exposure related to EWS's conduct.
Indemnification by EWS. EWS shall indemnify, defend, release and hold harmless SNI, each member of the SNI Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SNI Indemnified Parties,” and, together with EWS Indemnified Parties, the “Indemnified Parties”), from and against any and all Liabilities of the SNI Indemnified Parties relating to, arising out of or resulting from any (i) breach by EWS or any member of the EWS Group of this Agreement or (ii) any EWS Liabilities.
Indemnification by EWS. EWS shall indemnify, defend, release and hold harmless SNI, each member of the SNI Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SNI Indemnified Parties,” and, together with EWS Indemnified Parties, the “Indemnified Parties”), from and against any and all Losses or Liabilities of the SNI Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):
(a) the failure of EWS or any other member of the EWS Group or any other Person to pay, perform or otherwise promptly discharge any EWS Liability or any contract, agreement or arrangement included in the EWS Assets in accordance with their respective terms, whether arising prior to, on or after the Distribution Date;
(b) any EWS Liability, EWS Asset or the EWS Business, whether arising prior to, on or after the Distribution Date;
(c) any breach by EWS or any member of the EWS Group of this Agreement;
(d) the failure by EWS to perform in connection with any Delayed Transfer Asset or Liability held by SNI for EWS’s benefit pursuant to Section 5.01(b); and
(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading, contained in (i) the Proxy Statement, except to the extent set forth in Section 4.02(d), (ii) any other public filings made by EWS after the date hereof and (iii) the SNI Information Statement, but only with respect to the information contained in the SNI Information Statement that is set forth on Schedule 4.03(e).