ReleaseandIndemnificationAgreement让渡与补偿条约docWord文档下载推荐.docx

1、ReleaseandIndemnificationAgreement让渡与补偿条约doc#Release and Indemnification Agreement让渡与补偿协议 - #Section 2.01. Indemnification by BBB.#（a） BBB and any BBB Subsidiary Obligor jointly and severally agree to indemnify and hold harmless AAA and its past, present or future Subsidiaries and Affiliates and any

2、 of their past, present or future Representatives, heirs, executors and any of their successors and assigns against any and all payments, losses, liabilities, damages, claims, and expenses （including without limitation, attorneys fees and expenses incurred in good faith） and costs whatsoever （ Losse

3、s ）, as incurred, arising out of or relating to:# （i） all assets, businesses 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

4、 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 Representative of any of the foregoing at any time, whether before, at or a

5、fter the IPO （including without limitation any assets, businesses or operations that were purchased, newly started, discontinued or sold） or any transaction related thereto or causes of action arising therefrom （collectively, the BBB Business and（ii） the Transfer Costs;# provided that, in case of cl

6、ause （i） above, assets, businesses and operations referred to therein shall （A） include, without limitation, home video retailing （whether videocassette, laserdisc, digital versatile disc, digital video express or otherwise and whether rental or sale or in a physical store or over the Internet）, vid

7、eo game retailing （whether rental or sale）, music retailing, the operation of children and adult entertainment centers （but this indemnification shall not apply to assets, businesses and operations conducted by Paramount Parks） and the development, marketing, sale and management of franchises relate

8、d to the foregoing assets, businesses and operations and the AAA Guarantees and （B） exclude all assets, businesses and operations of Spelling Entertainment Group Inc. and its Subsidiaries （including Republic Entertainment Inc. and WorldVision Inc.）, Showtime Networks Inc.,Virgin Interactive Entertai

9、nment Limited and Virgin Interactive Entertainment Inc.#（b） To the extent that a Subsidiary of BBB becomes a BBB Subsidiary Obligor, BBB shall cause such Subsidiary to become a party to this Agreement through an amendment hereto pursuant to which such BBB Subsidiary Obligor will expressly assume all

10、 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 BBBs rights hereunder, as the case may be. Such amendment shall be （i） exec

11、uted 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 maximiz

12、e the likelihood that such amendment would not be subject to attack under applicable fraudulent conveyance or similar laws.#（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.#Section 2.02. Indemnification by A

13、AA.#（a） AAA agrees to indemnify and hold harmless BBB and its past, present or future Subsidiaries and Affiliates and any of their past, present or future Representatives, heirs and any of their executors, successors and assigns against any and all Losses, as incurred, arising out of or relating to

14、all assets, businesses 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 or Representative of any of the foregoing at any time whether before, at or after the IPO

15、 （including, without limitation, any assets, businesses or operations that were purchased, newly started, discontinued or sold） or any transaction related thereto or causes of action arising therefrom other than the BBB Business and Transfer Costs which BBB and any BBB Subsidiary Obligor agree to in

16、demnify 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

17、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

18、Subsidiary Obligor jointly and severally 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 Representatives of each of the foregoing from and against any and all Losses （including, without limitation, any leg

19、al or other expenses 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 fil

20、ed 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

21、misleading, except that BBB and any BBB Subsidiary Obligor shall not be liable in any such case to the extent that any such Losses are arising out of or relating to any such untrue statement or omission or alleged untrue statement or omission based upon information relating to AAA furnished to BBB i

22、n writing by AAA expressly for use 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 securities. In the case of an offering with respect to which AAA has designated the lead or managing und

23、erwriters （or AAA is offering securities 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 offering memorandum if a copy o

24、f a final prospectus or offering memorandum was not sent or given by or on behalf of any underwriter （or AAA） to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of BBB as required by the Securities Act and such untrue statement or omission had be

25、en corrected in such final prospectus or offering memorandum.#（b） AAA agrees to indemnify and hold harmless BBB and each Person, if any, who controls BBB within the meaning of the Securities Act and Affiliates and Representatives of each of the foregoing from and against any and all Losses （includin

26、g, without limitation, any legal or other expenses 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

27、 BBB Registration Statement filed at or prior to the date of the Split-Off, including, without limitation, the IPO Registration Statement, （ii） and 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

28、 make the statements therein not misleading, but only with reference to Losses arising out of or relating to any untrue statement or omission or alleged untrue statement or omission based on information relating to AAA furnished to BBB in writing by AAA expressly for use therein. Such indemnity shal

29、l remain in full force and effect regardless of any investigation made by or on behalf of BBB and shall survive the transfer of such securities. In the case of an offering with respect to which BBB has designated the lead or managing underwriters （or BBB is offering securities of BBB directly, witho

30、ut 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 offering memorandum if a copy of a final prospectus or offering memorandum was not sent or giv

31、en by or on behalf of any underwriter （or BBB） to such Person asserting such Loss at or prior to the written confirmation of the sale of the securities of BBB as required by the Securities Act and such untrue statement or omission had been corrected in such final prospectus or offering memorandum.#（

32、c） If the indemnification provided for in this Section 2.04 shall for any reason be unavailable （other than in accordance with its terms） to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute

33、 to the amount paid or payable by such Indemnified Party as a result of such Loss as between BBB on the one hand and AAA on the other, in such proportion as is appropriate to reflect the relative fault of BBB and of AAA in connection with such statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. Th