Common use of Reimbursement; Indemnification Clause in Contracts

Reimbursement; Indemnification. The Company and New Xxxxxx acknowledge that the Company and the Company Subsidiaries, on the one hand, and New Xxxxxx and the New Xxxxxx Subsidiaries, on the other hand, may incur costs and expenses (including, but not limited to, contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, the Company (and any Company Subsidiary responsible therefor) and New Xxxxxx (and any New Xxxxxx Subsidiary responsible therefor) agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or New Xxxxxx, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding anything in this Section 2.14 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, assumed or indemnified by New Xxxxxx or any New Xxxxxx Subsidiary pursuant to this Agreement, in each case, shall be deemed to be New Xxxxxx Liabilities, as defined in the Distribution Agreement, and all liabilities retained, assumed or indemnified by the Company or any Company Subsidiary pursuant to this Agreement, shall be deemed to be Safety Liabilities, as defined in the Distribution Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Article V thereof.

Reimbursement; Indemnification. The Company and New Xxxxxx acknowledge Each of the parties hereto acknowledges that the Company and the Company SubsidiariesRalcorp Group, on the one hand, and New Xxxxxx and the New Xxxxxx SubsidiariesRalcorp Group, on the other hand, may incur costs and expenses (including, but not limited to, including contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. AccordinglyNotwithstanding anything in this Section to the contrary, (1) New Ralcorp shall reimburse Ralcorp and, as applicable, the Company trustees of the Ralcorp Retirement Plan, for costs and expenses or other liabilities they may incur after the Distribution Date which arise out of action taken by the Pension Benefit Guaranty Corporation (PBGC) or an agreement reached between Ralcorp or the trustees of the Ralcorp Retirement Plan and the PBGC relating to the funded status of, or payment of benefits by, the New Ralcorp Retirement Plan or any Company Subsidiary responsible thereforsuccessor plan or plans; and (2) costs and expenses or other recovery arising from any challenge by the IRS pursuant to Section 414(l) of the Code, in connection with the calculation of assets and liabilities to be transferred as set forth in Section 8.1, shall not be subject to reimbursement or indemnification under this Agreement. Ralcorp and New Xxxxxx (and any New Xxxxxx Subsidiary responsible therefor) Ralcorp agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company or New Xxxxxx, expenses. Except as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding anything in this Section 2.14 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, specifically B-16 17 assumed or indemnified retained by New Xxxxxx or any New Xxxxxx Subsidiary Ralcorp pursuant to this AgreementArticle, in each caseNew Ralcorp will indemnify and hold Ralcorp, shall be deemed the Branded Subsidiary and their respective Affiliates harmless from and against any and all Liabilities or other Indemnifiable Losses (including, without limitation, taxes, penalties, interest, claims for benefits, legal fees and other costs and expenses) arising out of or related to be New Xxxxxx Liabilities, (w) the Ralcorp Plans (as defined in below), (x) the employment of any Branded Employee on or before the Distribution AgreementDate, and all liabilities retained(y) the employment of any New Ralcorp Employee whether before, assumed on or indemnified by the Company or any Company Subsidiary pursuant to this Agreement, shall be deemed to be Safety Liabilities, as defined in after the Distribution AgreementDate, andor (z) the breach of any covenant of New Ralcorp in this Article. Ralcorp Plans means any Plan sponsored or maintained by Ralcorp or an Affiliate, in each case, shall be subject or to the indemnification provisions set forth in Article V thereof.which Ralcorp or an Affiliate contributed or was obligated to contribute. 8.13

Reimbursement; Indemnification. The Company and New Xxxxxx parties hereto acknowledge that the Company and the Company SubsidiariesARAC, on the one hand, and New Xxxxxx and the New Xxxxxx SubsidiariesCar Rental, on the other hand, may incur costs and expenses (including, but not limited to, contributions to Plans and the payment of insurance premiums) arising from or related to any of the Plans which are, as set forth in this Agreement, the responsibility of the other party hereto. Accordingly, the Company ARAC (and any Company Subsidiary ARAC Sub- sidiary responsible therefor) and New Xxxxxx Car Rental (and any New Xxxxxx Car Rental/HFS Subsidiary responsible therefor) agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other party of appropriate verification, for all such costs and expenses reduced by the amount of any tax reduction or recovery of tax benefit realized by the Company ARAC or New XxxxxxCar Rental, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding anything in this Section 2.14 to the contrary, costs and expenses or other recovery arising from any challenge by the U.S. Government to the allocation of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, assumed or indemnified by New Xxxxxx ARAC or any New Xxxxxx ARAC Subsidiary pursuant to this Agreement, in each case, shall be deemed to be New Xxxxxx ARAC Liabilities, as defined in the Distribution Separation Agreement, and all liabilities retained, assumed or indemnified by the Company Car Rental or any Company Car Rental/HFS Subsidiary pursuant to this Agreement, shall be deemed to be Safety Car Rental Liabilities, as defined in the Distribution Separation Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Article V IV thereof. Notwithstanding anything to the contrary contained herein, ARAC shall be solely responsible for legal and other fees, costs and expenses related to the amendment of any Plans maintained by ARAC ("Amendment Costs") and shall reimburse HFS and Car Rental for any Amendment Costs incurred by either of them.

Reimbursement; Indemnification. The Company Each Secured Party agrees to indemnify for its Indemnity Share (as defined below) each Agent Party in its capacity as such (to the extent not reimbursed by the Borrower and New Xxxxxx acknowledge that without limiting any obligations of the Company Borrower so to do) from and the Company Subsidiariesagainst any and all liabilities, on the one handobligations, and New Xxxxxx and the New Xxxxxx Subsidiarieslosses, on the other handdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may incur costs and expenses at any time (including, but not limited to, contributions to Plans and including without limitation at any time following the payment of insurance premiumsany amounts due under this Agreement or any Transaction Document) be imposed on or incurred by any Agent Party in any way relating to or arising from or related to any out of the Plans which areSecurity Instruments, as set forth in this Agreement, the responsibility other Transaction Documents or any other document contemplated by or referred to herein or therein or the transactions contemplated thereby or hereby or any action taken or omitted by the Collateral Agent under or in connection with any of the other party hereto. Accordinglyforegoing (collectively, the Company (and any Company Subsidiary responsible therefor) and New Xxxxxx (and any New Xxxxxx Subsidiary responsible therefor) agree to reimburse each other"Indemnified Liabilities"); provided, as soon as practicable but in any event within 30 days of receipt from that no Secured Party shall be liable for the other party of appropriate verification, for all such costs and expenses reduced by the amount payment of any tax reduction portion of such Indemnified Liabilities resulting from an Agent Party's gross negligence or recovery willful misconduct; provided, further, that no Secured Party shall be liable for the payment of tax benefit realized any portion of such Indemnified Liabilities resulting from actions taken by an Agent Party pursuant to an Enforcement Directive unless such Secured Party executed such Enforcement Directive. If any Secured Party (a "Non-Indemnifying Secured Party") fails to tender payment of its ratable share, determined based on the Company or New Xxxxxxoutstanding principal amount (or, as the case may be, if no principal amount is outstanding in respect of the corresponding Subject Obligations, then the outstanding Make-Whole Amount) owing to such Secured Party at such time to the outstanding principal amount (or, if no principal amount is outstanding in respect of the Subject Obligations, then the outstanding Make-Whole Amount) owing to all Secured Parties (or, in the case of an Enforcement Directive, owing to all Secured Parties that executed such Enforcement Directive) at such time, of any of such Indemnified Liabilities (its "Indemnity Share"), then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Indemnifying Secured Party an amount equal to its Indemnity Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Indemnity Share. The Collateral Agent shall also have the right to collect from such Non-Indemnifying Secured Party, and/or withhold from any Distributions to otherwise be made to such Non-Indemnifying Secured Party, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Indemnifying Secured Party's Indemnity Share, plus interest on any unpaid portion of such Indemnity Share at the federal judgment rate from the date the Collateral Agent first requested payment made by it; provided, however, that notwithstanding anything of such Indemnity Share. The agreements in this Section 2.14 to 2.8 shall survive the contrary, costs payment of the Outstanding Senior Indebtedness and expenses or other recovery arising from any challenge by the U.S. Government to the allocation termination of assets set forth in Section 2.03 shall not be subject to reimbursement and indemnification under this Agreement or the Distribution Agreement. All liabilities and obligations retained, assumed or indemnified by New Xxxxxx or any New Xxxxxx Subsidiary pursuant to this Agreement, in each case, shall be deemed to be New Xxxxxx Liabilities, as defined in the Distribution Agreement, Security Instruments and all liabilities retained, assumed or indemnified by the Company or any Company Subsidiary pursuant to this Agreement, shall be deemed to be Safety Liabilities, as defined in the Distribution Agreement, and, in each case, shall be subject to the indemnification provisions set forth in Article V thereofother Transaction Documents.