Common use of Reimbursement; Indemnification Clause in Contracts

Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Xxxxxx Group, on the one hand, and the Healthcare Services Group, on the other hand, may incur costs and expenses (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. Accordingly, Xxxxxx and Ventiv agree to reimburse each other, as soon as practicable but in any event within thirty (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 Xxxxxx or Ventiv, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding ----------------- anything in this Section 7.11 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 7.01 shall not be subject to reimbursement, and indemnification under this Agreement or the Distribution Agreement.

Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Xxxxxx Group, on the one hand, and the Healthcare Services Group, on the other hand, may incur costs and expenses (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. Accordingly, Xxxxxx and Ventiv agree to reimburse each other, as soon as practicable but in any event within thirty (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 Xxxxxx or Ventiv, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding ----------------- anything in this Section 7.11 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 7.01 shall not be subject to reimbursement, and indemnification under this Agreement or the Distribution Agreement.

Reimbursement; Indemnification. Each of the parties hereto acknowledges that the Xxxxxx Group, on the one hand, and the Healthcare Services Group, on the other hand, may incur costs and expenses (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. Accordingly, Xxxxxx and Ventiv agree to reimburse each other, as soon as practicable but in any event within thirty (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 Xxxxxx or Ventiv, as the case may be, in respect of the corresponding payment made by it; provided, however, that notwithstanding ----------------- -------- ------- anything in this Section 7.11 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 7.01 shall not be subject to reimbursement, and indemnification under this Agreement or the Distribution Agreement.