Mutual Releases Indemnification Clause Samples
The "Mutual Releases; Indemnification" clause serves to release both parties from certain claims or liabilities arising from their prior dealings and to establish responsibilities for covering losses or damages that may occur. Typically, this clause means that each party agrees not to pursue legal action against the other for past actions related to the agreement, and also specifies that one or both parties will compensate the other if specific losses or third-party claims arise. Its core practical function is to provide a clean break between the parties regarding past issues and to allocate risk for future claims, thereby reducing the likelihood of ongoing disputes.
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Mutual Releases Indemnification. SECTION 1.1. RELEASE OF PRE-CLOSING CLAIMS.
Mutual Releases Indemnification. Section 4.01 Releases.
Mutual Releases Indemnification. For the avoidance of doubt and subject to the provisions set forth in Section 8.1, the Parties’ mutual release and indemnification obligations hereunder shall be governed, mutatis mutandis, by ARTICLE IV of the Separation Agreement.
Mutual Releases Indemnification. Release of Pre-Distribution Claims 45 Section 9.2 Indemnification by SpinCo 47 Section 9.3 Indemnification by DevCo 48 Section 9.4 Procedures for Indemnification 48 Section 9.5 Indemnification Obligations Net of Insurance Proceeds 52 Section 9.6 Indemnification Obligations Net of Taxes 53 Section 9.7 Contribution 54 Section 9.8 Remedies Cumulative 54 Section 9.9 Survival of Indemnities 54 Section 9.10 Limitation of Liability 54
Mutual Releases Indemnification. 4.1 Release of Pre-Distribution Claims
(a) SpinCo Release of KAR. Except as provided in Section 4.1(c), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) KAR and the members of the KAR Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions contemplated by this Agreement and all other activities undertaken to implement the Internal Restructuring, Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities.
(b) KAR Release of SpinCo. Except as provided in Section 4.1(c), effective as of the Effective Time, KAR does hereby, for itself and each other member of the KAR Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the KAR Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members...
Mutual Releases Indemnification. Section 5.1 RELEASE OF PRE-IPO DATE CLAIMS.
Mutual Releases Indemnification. 1Release of Pre-Distribution Claims.
Mutual Releases Indemnification. Section 1.1 Release of Pre-Closing Claims.
Mutual Releases Indemnification. Release of Pre-Distribution Claims 16 SECTION 6.02. Indemnification by AOL 18 SECTION 6.03. Indemnification by TWX 19 SECTION 6.04. Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds 19 SECTION 6.05. Procedures for Indemnification of Third-Party Claims 20 SECTION 6.06. Additional Matters 21 SECTION 6.07. Remedies Cumulative 22 SECTION 6.08. Survival of Indemnities 22 SECTION 6.09. Limitation on Liability 22
Mutual Releases Indemnification. Except as described in the next paragraph, Citrix, on the one hand, and GetGo, on the other hand, effective as of the Distribution, released the other party and group members, stockholders, directors, partners, managers, managing members, officers, agents and employees from any and all liabilities, whether arising under any Table of Contents contract or by operation of law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, including in connection with the contemplated transactions and all other activities to implement the separation and the distribution. Pursuant to the Separation Agreement, effective as of the Distribution, each of Citrix and GetGo agrees to indemnify, defend and hold harmless the other party and their respective group members, stockholders, directors, partners, managers, managing members, officers, agents and employees from and against, and to reimburse such indemnitees with respect to, any and all liabilities (excluding punitive damages or consequential, special or indirect damages, unless such damages have been awarded by a court of competent jurisdiction or arbitral tribunal in connection with a third party claim or such consequential, special or indirect damages are the reasonably foreseeable result of the action or omission giving rise to such damages) to the extent arising out of, resulting from or related to (without duplication): • where Citrix is the party providing such indemnification, the excluded liabilities, and where GetGo is the party providing such indemnification, the GetGo liabilities; and • any breach by the party providing such indemnification of any obligations to be performed by such persons pursuant to the Separation Agreement subsequent to the Distribution. The Separation Agreement also provides for certain detailed procedures regarding asserting and resolving any claims for indemnification, as well as the defense of third-party claims related to indemnifiable matters, including provisions requiring the parties to use commercially reasonable efforts to cooperate and maintain a joint defense in the event of a claim by a third party that implicates both of Citrix and GetGo (or LMI). The Separation Agreement also provides that Citrix may elect to have exclusive authority and control over the investigation, prosecution and appeal...