Relea and Indemnification Agreement让
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Section 2.01. Indemnification by BBB.juju
(a) BBB and any BBB Subsidiary Obligor jointly and verally agree to indemnify and hold harmless AAA and its past, prent or future Subsidiaries and Affiliates and any of their past, prent or future Reprentatives, heirs, executors and any of their successors and assigns against any and all payments, loss, liabilities, damages, claims, and expens (including without limitation, attorney’s fees and expens incurred in good faith) and costs whatsoever ( Loss ), as incurred, arising out of or relating to: (i) all asts, business and operations conducted, operated, managed or owned, in whole or in part, by (A) BEC or any Person that was any at time a Subsidiary or Affiliate of BEC, (B) AAA or any Person that was any at time a Subsidiary or Affiliate of AAA that were the responsibility of the chief executive officer of the BBB Entertainment operating unit of AAA, (C) BBB or any Person that was at any time a Subsidiary or Affiliate of BBB, or (D) any successor, assign or Reprentative of any of the foregoing at any time, whether before, at or after the IPO (including without limitation any asts, business or operations that were purchad, newly started, discontinued or sold) or any transaction related thereto or caus of action arising therefrom
chine new year(collectively, the BBB Business and(ii) the Transfer Costs; provided that, in ca of clau (i) above, asts, business and operations referred to therein shall (A) include, without limitation, home video retailing (whether videocastte, lardisc, digital versatile disc, digital video express or otherwi and whether rental or sale or in a physical store or over the Internet), video game retailing (whether rental or sale), music retailing, the operation of children and adult entertainment centers (but this indemnification shall not apply to asts, business and operations conducted by Paramount Parks) and the development, marketing, sale and management of franchis related to the foregoing asts, business and operations and the AAA Guarantees and (B) exclude all asts, business and operations of Spelling Entertainment Group Inc. and its Subsidiaries (including Republic Entertainment Inc. and WorldVision Inc.), Showtime Networks Inc.,Virgin Interactive Entertainment Limited and Virgin Interactive Entertainment Inc.
(b) To the extent that a Subsidiary of BBB becomes a BBB Subsidiary Obligor, BBB shall cau such Subsidiary to become a party to this Agreement through an amendment hereto pursuant to which such BBB Subsidiary Obligor will expressly assume all of the obligations, and acquire all of the rights, of BBB under this Agreement. Such assumption of obligations and acquisition of rights shall in no way discharge BBB from any of its obligations hereunder or diminish any of BBB’s rights hereunder, as the ca may be. Such
amendment shall be (i) executed and delivered to AAA (and shall become effective) simultaneously with the execution and delivery by such BBB Subsidiary Obligor (and the effectiveness) of the documentation pursuant to which it became a BBB Subsidiary Obligor and (ii) contain provisions reasonably satisfactory to AAA to maximize the likelihood that such amendment would not be subject to attack under applicable fraudulent conveyance or similar laws.dayfly
(c) The obligations of the parties under this Section 2.01 shall be in addition to any liability which any party may have to the other party.
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Section 2.02. Indemnification by AAA.
(a) AAA agrees to indemnify and hold harmless BBB and its past, prent or future Subsidiaries and Affiliates and any of their past, prent or future Reprentatives, heirs and any of their executors, successors and assigns against any and all Loss, as incurred, arising out of or relating to all asts, business and operations conducted, operated, managed or owned, in whole or in part, by AAA or any Person that was at any time a Subsidiary or Affiliate of AAA or any predecessor, successor, assign orthorn什么意思
Reprentative of any of the foregoing at any time whether before, at or after the IPO (including, with
out limitation, any asts, business or operations that were purchad, newly started, discontinued or sold) or any transaction related thereto or caus of action arising therefrom other than the BBB Business and Transfer Costs which BBB and any BBB Subsidiary Obligor agree to indemnify AAA pursuant to Section 1.01) (the AAA Business ).
(b) The obligations of the parties under this Section 2.02 shall be in addition to any liability which any party may have to the other party.
Section 2.03. Certain Tax Matters. Notwithstanding anything to the contrary herein, the rights and obligations of the parties with respect to indemnification for the tax matters that are the subject matter of the Tax Matters Agreement dated as of the date hereof between the parties thereto shall be governed solely by such agreement.
Section 2.04. Registration Indemnification.
(a) BBB and any BBB Subsidiary Obligor jointly and verally
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呼吁的意思agree to indemnify and hold harmless AAA and each Person, if any, who controls AAA within the meaning of the Securities Act and Affiliates and Reprentatives of each of the foregoing from and apond是什么意思
gainst any and all Loss (including, without limitation, any legal or other expens incurred in connection with defending or investigating any such action or claim), as incurred, arising out of or relating to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into (i) any BBB Registration Statement filed at or prior to the date of the Split-Off, including, without limitation, the IPO Registration Statement and (ii) any Split-Off Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except that BBB and any BBB Subsidiary Obligor shall not be liable in any such ca to the extent that any such Loss are arising out of or relating to any such untrue statement or omission or alleged untrue statement or omission bad upon information relating to AAA furnished to BBB in writing by AAA expressly for u therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of AAA and shall survive the transfer of such curities. In the ca of an offering with respect to which AAA has designated the lead or managing underwriters (or AAA is offering curities of BBB directly, without an underwriter), this indemnity does not apply to any Loss arising out of or relating to any untrue statement or alleged untrue statement or omission or alleged omission in any preliminary prospectus or
