Common use of Indemnification by MPI Clause in Contracts

Indemnification by MPI. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Distribution Date, MPI shall indemnify, defend and hold harmless Myriad and its Affiliates and Group, including each of their respective directors and officers, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Myriad Indemnitees”), from and against any and all Liabilities and related losses of the Myriad Indemnitees relating to, arising out of or resulting from any of the following: (a) The failure of MPI, and its Affiliates and Group or any other Person to pay, perform or otherwise promptly discharge after the Distribution Date any MPI Liabilities in accordance with their respective terms; (b) The MPI Liabilities; (c) Any untrue statement, alleged untrue statement, omission or alleged omission of a material fact in the Form 10, resulting in a misleading statement, with respect to all information contained in the Form 10; and (d) Any breach by MPI of this Agreement or any of the Ancillary Agreements.