Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco where such Losses resulted from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.
Appears in 6 contracts
Samples: Transition Services Agreement (Acuity Brands Inc), Transition Services Agreement (National Service Industries Inc), Transition Services Agreement (Acuity Brands Inc)
Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco SpinCo harmless from and against any Loss to which Spinco SpinCo may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco SpinCo where such Losses resulted from Parent's gross negligence, ’s willful misconduct or material breach of its obligations pursuant to this Agreement.
Appears in 2 contracts
Samples: Transition Services Agreement (Zep Inc.), Transition Services Agreement (Acuity SpinCo, Inc.)
Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco where such Losses resulted from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Transition Services Agreement (Ener1 Technologies Inc)
