Common use of Indemnification by Telemynd Clause in Contracts

Indemnification by Telemynd. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Telemynd shall, and shall cause the other members of the Telemynd Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and 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 “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees (including for their own contributory negligence) relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication); provided, however, that Telemynd shall have no obligation to indemnify any of the Parent Indemnitees with respect to any matter to the extent that such party has engaged in any intentional misconduct, wrongdoing, fraud or misrepresentation: (a) any Telemynd Liability and Delayed Telemynd Liability; (b) any failure of Telemynd, any other member of the Telemynd Group or any other Person to pay, perform or otherwise promptly discharge any Telemynd Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Telemynd or any other member of the Telemynd Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a Parent 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 Telemynd Group by any member of the Parent Group that survives following the Distribution; 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 contained in the Form 10 (as amended or supplemented if Telemynd shall have furnished any amendments or supplements thereto) or any other Disclosure Document.