Common use of Indemnification by Xxxxxxx Electronics Clause in Contracts

Indemnification by Xxxxxxx Electronics. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Xxxxxxx Electronics shall and shall cause the other members of the Xxxxxxx Electronics Group to indemnify, defend and hold harmless the Xxxxxxx International Indemnitees from and against any and all Indemnifiable Losses of the Xxxxxxx International Indemnitees arising out of, by reason of or otherwise in connection with (a) the Xxxxxxx Electronics Liabilities or alleged Xxxxxxx Electronics Liabilities or (b) any breach by Xxxxxxx Electronics of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder. Notwithstanding the foregoing, for purposes of this Section 6.3, other than in connection with the “Business” section of the Form 10 and the “Business” section of the Information Statement, Xxxxxxx International shall be deemed to have supplied all Information relating to the Xxxxxxx Electronics Group included in any filing made with the Commission pursuant to the Securities Act or the Exchange Act prior to the Distribution Date, regardless of which entity actually makes such filing and under no circumstances shall Xxxxxxx Electronics have any Liability or be obligated to indemnify any Xxxxxxx International Indemnitee with respect thereto pursuant to this Section 6.3.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Kimball International Inc), Separation and Distribution Agreement (Kimball Electronics, Inc.), Separation and Distribution Agreement (Kimball Electronics, Inc.)

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