Common use of Reimbursement; Indemnification Clause in Contracts

Reimbursement; Indemnification. Newco and the Company acknowledge that the Part D Group, on the one hand, and the Newco Group, on the other hand, may incur costs and expenses (including contributions to plans and the payment of insurance, or other similar premiums, or benefits) pursuant to any of the Benefit Plans which are, as set forth in this Agreement, the responsibility of the other Party. Accordingly, the Company and Newco agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other Party of reasonable verification, for all such costs and expenses reasonably incurred. All Liabilities retained, assumed or indemnified by Newco pursuant to this Article VII shall in each case be deemed to be Newco Liabilities, and all Liabilities retained, assumed or indemnified by the Company pursuant to this Article VII shall in each case be deemed to be Part D Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article VI.

Reimbursement; Indemnification. Newco GBC and the Company acknowledge that the Part D GroupCompany, on the one hand, and the Newco GroupGBC, on the other hand, may incur costs and expenses (including including, without limitation, contributions to plans and the payment of insurance, or other similar premiums, or benefits) pursuant to any of the Benefit Plans employee benefit or compensation plans, programs or arrangements which are, as set forth in this Distribution Agreement, the responsibility of the other Partyparty. Accordingly, the Company and Newco GBC agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other Party party of reasonable appropriate verification, for all such costs and expenses reasonably incurredexpenses. All Liabilities liabilities retained, assumed or indemnified by Newco GBC pursuant to this Article VII shall in each case be deemed to be Newco Assumed Liabilities, and all Liabilities 26 114 liabilities retained, assumed or indemnified by the Company pursuant to this Article VII shall in each case be deemed to be Part D Retained Liabilities, and, in each case, shall be subject to the indemnification provisions set forth in Article VIVI hereof.

Reimbursement; Indemnification. Newco and the Company acknowledge that the Part D GroupCompany, on the one hand, and the Newco GroupNewco, on the other hand, may incur costs and expenses (including including, without limitation, contributions to plans and the payment of insurance, or other similar premiums, or benefits) pursuant to any of the Benefit Plans which employment obligations that are, as set forth in this Restructuring Agreement, the responsibility of the other Partyparty. Accordingly, the Company and Newco agree to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other Party party of reasonable appropriate verification, for all such costs and expenses reasonably incurred. All Liabilities retained, assumed or indemnified by Newco pursuant to this Article VII V shall in each case be deemed to be Newco Assumed Liabilities, and all Liabilities retained, assumed or indemnified by the Company pursuant to this Article VII V shall in each case be deemed to be Part D Aduddell Liabilities, and, in each case, shall be subject to the indemnification indxxxxxxxxtion provisions set forth in Article VIII of the Post-Closing Covenants Agreement.

Reimbursement; Indemnification. Newco and New Gaylxxx xxx the Company acknowledge that the Part D GroupCompany, on the one hand, and the Newco GroupNew Gaylxxx, on xx the other hand, may incur costs and expenses (including including, without limitation, contributions to plans and the payment of insurance, or other similar premiums, or benefits) pursuant to any of the Benefit Plans employee benefit or compensation plans, programs or arrangements which are, as set forth in this Distribution Agreement, the responsibility of the other Partyparty. Accordingly, the Company and Newco agree New Gaylxxx xxxee to reimburse each other, as soon as practicable but in any event within 30 days of receipt from the other Party party of reasonable appropriate verification, for all such costs and expenses reasonably incurredexpenses. All Liabilities liabilities retained, assumed or indemnified by Newco pursuant New Gaylxxx xxxsuant to this Article VII shall in each case be deemed to be Newco Assumed Liabilities, and all Liabilities liabilities retained, assumed or indemnified by the Company pursuant to this Article VII shall in each case be deemed to be Part D Liabilities, Retained Liabilities and, in each case, shall be subject to the indemnification provisions set forth in Article VIII of the Post-Closing Covenants Agreement.