Common use of Indemnification by IAC Clause in Contracts

Indemnification by IAC. Except as provided in Sections 6.04 and 6.05 and subject to Section 13.01, IAC shall indemnify, defend and hold harmless each Spinco, each other member of each Spinco Group and each of their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC Indemnified Parties”), from and against any and all Liabilities of the Non-IAC Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any Remaining IAC Business or any Retained Liability; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement or any of the Ancillary Agreements, by IAC or any other member of the IAC Group, subject to any limitation on liability set forth in any Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Ancillary Agreement; (c) except to the extent set forth in Section 6.02(c), 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 therein or necessary to make the statements therein not misleading, contained in any Registration Statement or Prospectus forming a part thereof; and (d) any determination by a court of competent jurisdiction (whether or not in a final, non-appealable judgment) that any of the Spincos has any liability (whether direct or indirect) for the payment of the IAC Notes; it being understood that in the event of any such determination, IAC shall be entitled to elect either of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to any such Spinco to provide assurance that IAC has the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and discharge, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) above.

Indemnification by IAC. Except as provided in Sections 6.04 Section 5.04 and 6.05 Section 5.05 and subject to Section 13.0110.01, IAC shall indemnify, defend and hold harmless each SpincoNewCo, each other member of each Spinco the HomeAdvisor Group and each of their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC HomeAdvisor Indemnified Parties”), from and against any and all Liabilities of the Non-IAC HomeAdvisor Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any the operation or conduct of the Remaining IAC Business or any Retained Liability, including any failure of IAC or any other member of the IAC Group to pay, perform or otherwise discharge promptly any Retained Liability in accordance with its respective terms, whether prior to or after the Contribution Effective Time or the date of this Agreement; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement or any of the Other Ancillary Agreements, by IAC or any other member of the IAC Group, subject to any limitation on liability set forth in any Other Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Other Ancillary Agreement; (c) except any obligation of any HomeAdvisor Entity under any guarantee, bonding arrangement, letter of credit or letter of comfort existing at the Contribution Effective Time and given by any of the HomeAdvisor Entities for the benefit of any Remaining IAC Entity and not related to the extent set forth in Section 6.02(c)HomeAdvisor Business; (d) any failure of IAC or any other member of the IAC Group to comply with any applicable bulk sales law; (e) any use by any member of the IAC Group allowed by this Agreement or any Other Ancillary Agreement after the Contribution Effective Time of the Intellectual Property owned by, or licensed by a Third Party to, a member of the HomeAdvisor Group; and (f) 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 therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the S-4 Registration Statement, or any preliminary, final or supplemental prospectus (including any preliminary, final or supplemental proxy statement/prospectus) forming a part of the S-4 Registration Statement or Prospectus forming any filing by NewCo prior to the Contribution Effective Time under Rule 425 promulgated under the Securities Act provided by IAC specifically for inclusion therein to the extent such information pertains to (x) a part thereof; and (d) any determination by a court of competent jurisdiction (whether or not in a final, non-appealable judgment) that any of the Spincos has any liability (whether direct or indirect) for the payment member of the IAC NotesGroup or (y) the Remaining Business and (ii) provided by IAC to NewCo specifically for inclusion in NewCo’s annual or quarterly or current reports following the Contribution Effective Time to the extent (A) such information pertains to (x) a Remaining IAC Entity or (y) the Remaining Business or (B) NewCo has provided prior written notice to IAC that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; it being understood provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in the event connection with, any action or inaction of any such determination, IAC shall be entitled to elect either member of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to HomeAdvisor Group, including as a result of any such Spinco to provide assurance that IAC has misstatement or omission by any member of the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and discharge, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under HomeAdvisor Group of any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) aboveinformation provided by IAC.

Indemnification by IAC. Except as provided in Sections 6.04 Section 5.04 and 6.05 Section 5.05 and subject to Section 13.0110.01, IAC shall indemnify, defend and hold harmless each SpincoMatch, each other member of each Spinco the Match Group and each of their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC Match Indemnified Parties”), from and against any and all Liabilities of the Non-IAC Match Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any Remaining IAC Business or any Retained Liability; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement or any of the Ancillary Agreements, by IAC or any other member of the IAC Group, subject to any limitation on liability set forth in any Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Ancillary Agreement;; and (c) except to the extent set forth in Section 6.02(c), 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 therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any Registration Statement issuer free writing prospectus or Prospectus any preliminary, final or supplemental prospectus forming a part thereofof the IPO Registration Statement provided by IAC specifically for inclusion therein to the extent such information pertains to (x) the Remaining IAC Entities or (y) the Remaining Business and (ii) provided by IAC to Match specifically for inclusion in Match’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a Remaining IAC Entity or (y) the Remaining Business or (B) Match has provided written notice to IAC that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; and provided that this sub-clause (dB) any determination by a court of competent jurisdiction (whether or shall not in a final, non-appealable judgment) apply to the extent that any such Liability arises out of the Spincos has or results from, or in connection with, any liability (whether direct action or indirect) for the payment of the IAC Notes; it being understood that in the event inaction of any such determinationMatch Entity, IAC shall be entitled including as a result of any misstatement or omission of any information by any Match Entity to elect either of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to any such Spinco to provide assurance that IAC has the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and discharge, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) aboveIAC.

Indemnification by IAC. Except as provided in Sections 6.04 and 6.05 and subject to Section 13.01, IAC shall indemnify, defend and hold harmless each Spinco, each other member of each Spinco Group and each of their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC Indemnified Parties”), from and against any and all Liabilities of the Non-IAC Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any Remaining IAC Business or any Retained Liability; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement or any of the Ancillary Agreements, by IAC or any other member of the IAC Group, subject to any limitation on liability set forth in any Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Ancillary Agreement; (c) except to the extent set forth in Section 6.02(c), 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 therein or necessary to make the statements therein not misleading, contained in any Registration Statement or Prospectus forming a part thereof; provided that, notwithstanding anything in Section 6.02(c), IAC shall also indemnify the Non-IAC Indemnified Parties from any Liability arising as a result of any disclosure contained in the Prospectus contained in any Registration Statement which disclosure was not in the Registration Statement on Form 10 for any Spinco as filed with the SEC on July 22, 2008 other than (y) information relating to financial results for the second quarter of 2008 and 2007 and (z) any information specifically reviewed and/or approved by the Spinco; and (d) any determination by a court of competent jurisdiction (whether or not in a final, non-appealable judgment) that any of the Spincos has any liability (whether direct or indirect) for the payment of the IAC Notes; it being understood that in the event of any such determination, IAC shall be entitled to elect either of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to any such Spinco to provide assurance that IAC has the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and discharge, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) above.

Indemnification by IAC. Except as provided otherwise specifically set forth in Sections 6.04 and 6.05 and subject this Agreement or in any Ancillary Agreement, to Section 13.01the fullest extent permitted by Law, IAC shall, and shall cause the other members of the IAC Group (other than any member of the A▇▇▇ Group) to, indemnify, defend and hold harmless each SpincoSpinCo, each other member of each Spinco the SpinCo Group and each of their respective current past, present and former future directors, officers and employeesofficers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC Indemnified PartiesSpinCo Indemnitees”), from and against any and all Liabilities of the Non-IAC Indemnified Parties SpinCo Indemnitees relating to, arising out of or resulting from from, directly or indirectly, any of the following items (without duplication): (a) any Remaining IAC Business or any Retained Liability; (b) any breach offailure of IAC, any other member of the IAC Group or failure any other Person to pay, perform or comply withotherwise promptly discharge any IAC Liabilities in accordance with their terms, whether prior to, on or after the Mandatory Exchange Effective Time; (c) any covenant, undertaking or obligation of, this Agreement or any of the Ancillary Agreements, breach by IAC or any other member of the IAC Group, subject to Group of this Agreement or any limitation on liability set forth in any of the Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Ancillary AgreementAgreements; (cd) except to the extent set forth in Section 6.02(c)it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the IAC Group by any member of the SpinCo Group that survives following the IAC Reclassification; 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 therein or necessary to make the statements therein not misleading, with respect to any information contained in the Form S-4, the Proxy Statement/Consent Solicitation Statement/Prospectus (as amended or supplemented if SpinCo or IAC shall have furnished any Registration Statement amendments or Prospectus forming a part thereof; and (dsupplements thereto) or any determination by a court of competent jurisdiction (whether or not in a finalother Disclosure Document, non-appealable judgment) that any of to the Spincos has any liability (whether direct or indirect) for the payment of extent relating solely to the IAC Notes; it being understood that in the event of any such determinationBusiness, IAC shall be entitled to elect either of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to any such Spinco to provide assurance that IAC has the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and dischargeAssets, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) aboveLiabilities.

Indemnification by IAC. Except as provided in Sections 6.04 Section 5.04 and 6.05 Section 5.05 and subject to Section 13.0110.01, IAC shall indemnify, defend and hold harmless each SpincoMatch, each other member of each Spinco the Match Group and each of their respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “Non-IAC Match Indemnified Parties”), from and against any and all Liabilities of the Non-IAC Match Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): (a) any Remaining IAC Business or any Retained Liability; (b) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of, this Agreement or any of the Ancillary Agreements, by IAC or any other member of the IAC Group, subject to any limitation on liability set forth in any Ancillary Agreement for any such breach or failure to perform or comply with any covenant, undertaking or obligation under such Ancillary Agreement;; and (c) except to the extent set forth in Section 6.02(c), 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 therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any Registration Statement issuer free writing prospectus or Prospectus any preliminary, final or supplemental prospectus forming a part thereofof the IPO Registration Statement provided by IAC specifically for inclusion therein to the extent such information pertains to (x) the IAC Entities or (y) the IAC Business and (ii) provided by IAC to Match specifically for inclusion in Match’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) an IAC Entity or (y) the IAC Business or (B) Match has provided written notice to IAC that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; and provided that this sub-clause (dB) any determination by a court of competent jurisdiction (whether or shall not in a final, non-appealable judgment) apply to the extent that any such Liability arises out of the Spincos has or results from, or in connection with, any liability (whether direct action or indirect) for the payment of the IAC Notes; it being understood that in the event inaction of any such determinationMatch Entity, IAC shall be entitled including as a result of any misstatement or omission of any information by any Match Entity to elect either of the following options: (1) IAC shall make arrangements that are reasonably satisfactory to any such Spinco to provide assurance that IAC has the financial wherewithal to promptly satisfy the IAC Notes or (2) IAC shall repay, redeem, satisfy and discharge, or otherwise retire the IAC Notes; provided, that if such determination could reasonably be expected to result in a default under any of such Spinco’s indebtedness, then such Spinco shall be entitled to require IAC to exercise option (2) aboveIAC.