Common use of Indemnification by SpinCo Clause in Contracts

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, Spinco shall indemnify, defend and hold harmless the MSG Indemnitees from and against any and all Indemnifiable Losses of the MSG Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Spinco Liabilities or alleged Spinco Liabilities; (ii) any breach by any member of the Spinco Group of this Agreement (including any provision of this Section 3.2); (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or in any registration statement, prospectus or listing application with a securities exchange filed by Spinco in connection with the Distribution, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(iii); and (iv) any indemnification or other obligation that any member of the MSG Group may have for (x) any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the Spinco Group and (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of any member of the MSG Group to cause or otherwise direct any act or omission of any member of the Spinco Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, Spinco shall indemnify, defend and hold harmless the MSG Entertainment Indemnitees from and against any and all Indemnifiable Losses of the MSG Entertainment Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Spinco Liabilities or alleged Spinco Liabilities; (ii) any breach by any member of the Spinco Group of this Agreement (including any provision of this Section 3.2); (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or in any registration statement, prospectus or listing application with a securities exchange filed by Spinco in connection with the Distribution, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(iii); and (iv) any indemnification or other obligation that any member of the MSG Entertainment Group may have for (x) to the NBA or its affiliated entities pursuant to the NBA Agreements or to the NHL or its affiliated entities pursuant to the NHL Agreements to the extent that such indemnification or other obligation arose in connection with the ownership or operation of the Spinco Business, (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the Spinco Group Group, and (yz) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of any member of the MSG Entertainment Group to cause or otherwise direct any act or omission of any member of the Spinco Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Indemnification by SpinCo. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, from and after following the Distribution DateEffective Time, Spinco shall, and shall cause the other members of the Spinco Group to indemnify, defend and hold harmless the MSG Parent Indemnitees from and against any and all Indemnifiable Losses of the MSG Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Spinco LDC Liabilities or alleged the Spinco Percentage of any Unallocated Liabilities; , (ii) any breach misstatement or alleged misstatement of a material fact contained in any document filed with the Commission by any member of the Spinco Parent Group of this Agreement (including any provision of this Section 3.2); (iii) any untrue statement or alleged untrue statement of a material fact in pursuant to the Registration Statement Securities Act or the Information Statement or in any registration statement, prospectus or listing application with a securities exchange filed by Spinco in connection with the DistributionExchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, howeverin each case to the extent, but only to the extent, that this clause (iii) shall not apply to those Liabilities are caused by any Liability such misstatement or omission or alleged misstatement or omission based upon information that is covered by Section 3.1(iii); and (iv) any indemnification or other obligation that either furnished to any member of the MSG Group Parent Group, as the case may have for (x) any Losses to the NBAbe, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the Spinco Group and (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of incorporated by reference by any member of the MSG Parent Group to cause or otherwise direct from any act or omission of filings made by any member of the Spinco Group. This Agreement is not intended Group with the Commission pursuant to addressthe Securities Act or the Exchange Act, and should not be interpreted to addressthen only if that statement or omission was made or occurred after the Effective Time, or (iii) any breach by Spinco or any member of the matters specifically and expressly covered by the Spinco Group of any provision of this Agreement or any Ancillary Agreements Agreement, unless such Ancillary Agreement expressly provides that this Agreement applies to for separate indemnification therein, in which case any matter in such Ancillary Agreementindemnification claims shall be made thereunder.