Indemnification by Post Sample Clauses
Indemnification by Post. Except as provided in Section 11.05, as expressly provided in any of the Transaction Agreements, Post shall indemnify, defend and hold harmless the Ralcorp Parties and each of their respective Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Ralcorp Indemnified Parties”), from and against any and all Expenses or Losses to the extent incurred or suffered by one or more of the Ralcorp Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items:
(a) the failure by any Post Party or any other Person to pay, perform or otherwise promptly discharge any of the Post Liabilities or any Contract or arrangement included in the Post Business in accordance with their respective terms;
(b) any Post Liability;
(c) the Post Business;
(d) except with respect to the Designated Ralcorp Information described in Section 11.03(d), 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 in order to make the statements therein not misleading, contained in the Form 10 Registration Statement, the Information Statement, any Notes Offering Memorandum, the Stock Options Registration Statement (or related prospectus forming a part thereof) or in any other registration statement filed by Post (or related prospectus forming a part thereof);
(e) any use by any Post Party allowed hereunder after the Effective Time of the Ralcorp Marks or the Information owned by, or licensed by a Third Party to, a Ralcorp Party;
(f) the breach by any Post Party of any covenant or agreement set forth in this Agreement or any Conveyance Instrument; and
(g) any item or matter for which indemnification is to be provided by Post in accordance with Article XV of the Employee Matters Agreement; in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Expense or Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or ...
Indemnification by Post. Post shall pay (or cause to be paid), and shall indemnify and hold the SpinCo Group harmless from and against, without duplication, all Post Taxes.
Indemnification by Post. Post shall indemnify, defend and hold harmless each of the Ralcorp Indemnified Parties for any Losses and Expenses incurred by them in connection with or arising out of: (i) any material breach of this Agreement by Post; (ii) any Third-Party Claim, costs of coverage, administrative expenses, and any other Losses and Expenses relating to the provision or performance of Services in connection with employee benefits except to the extent that such Losses and Expenses are finally determined by a final non-appealable decision of a court having jurisdiction over Ralcorp and Post or pursuant to Article XII of the Distribution Agreement to have arisen out of the material breach of this Agreement, gross negligence, willful misconduct or bad faith of Ralcorp, its Subsidiaries, employees, suppliers or contractors; and (iii) any other Third-Party Claims, Losses and Expenses relating to any action or inaction by Post, its Subsidiaries, employees, suppliers, or contractors which has affected or may affect or otherwise gives rise to claims in connection with contractual rights of such Third-Parties relating to employee benefits services, including, without limitation, any Third-Party administrative services or other agreements relating to employee benefits.
Indemnification by Post. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Post shall, and shall cause the other members of the Post Group to, indemnify, defend and hold harmless BellRing Inc., BellRing LLC, each other member of the BellRing Group and each of their respective past, present and future directors, officers, members, managers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “BellRing Indemnitees”), from and against any and all Liabilities of the BellRing Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
(a) any Post Liability;
(b) any failure of Post, any other member of the Post Group or any other Person to pay, perform or otherwise promptly discharge any Post Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
(c) any breach by Post or any other member of the Post Group of this Agreement or any of the Ancillary Agreements;
(d) except to the extent it relates to a BellRing 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 Post Group by BellRing Inc. or any member of the BellRing Group that survives following the Effective Time; 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 all information (i) contained in the IPO Registration Statement or any Prospectus (including in any amendments or supplements thereto) provided by Post specifically for inclusion therein to the extent such information pertains to (x) any member of the Post Group or (y) the Post Business or (ii) provided by Post to BellRing Inc. or any member of the BellRing Group specifically for inclusion in BellRing Inc.’s annual or quarterly or current reports or proxy statements following the date of the IPO to the extent (A) such information pertains to (x) a member of the Post Group or (y) the Post Business and (B) BellRing Inc. has provided written notice to Post that such information will be included in one or more annual or quarterly or current rep...
Indemnification by Post. In order to induce GADV to enter into and perform this Agreement, POST indemnifies, protects, defends and saves and holds harmless GADV and each of its Agents (the "Indemnified Parties"), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by POST of the representations, warranties and covenants set forth in Article "6" of this Agreement or in any documents delivered pursuant hereto or of a breach by POST of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto. C. Reasonable Costs, Etc. The indemnification, which is set forth in this Article "20" of this Agreement shall be deemed to include not only the specific liabilities or obligation with respect to which such indemnity is provided, but also all counsel fees, reasonable costs, expenses and expenses of settlement relating thereto, whether or not any such liability or obligation shall have been reduced to judgment. D.