Acts Performed Outside the Scope of the Company. Each Member (each Member in such capacity, an “Indemnitor”) shall indemnify, defend, save and hold harmless each other Member (an “Indemnitee”) from any and all Claims that shall or may arise by virtue of any act or thing done or omitted to be done by the Indemnitor (directly or through agents or employees) outside the scope of, or in breach of, the terms of this Agreement; provided, however, that the Indemnitor shall be properly notified of the existence of the Claim, and shall be given reasonable opportunity to cure any act or omission causing liability, and participate in the defense thereof. The Indemnitee’s failure to give such notice shall not affect the Indemnitor’s obligations hereunder, except to the extent of any actual prejudice arising therefrom.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (MPLX Lp), Limited Liability Company Agreement (Markwest Energy Partners L P), Contribution Agreement (Markwest Energy Partners L P)
Acts Performed Outside the Scope of the Company. Each Member (each Member in such capacity, an “"Indemnitor”") shall indemnify, defend, save and hold harmless each other Member (an “"Indemnitee”") from any and all Claims that shall or may arise by virtue of any act or thing done or omitted to be done by the Indemnitor (directly or through agents or employees) outside the scope of, or in breach of, the terms of this Agreement; provided, however, that the Indemnitor shall be properly notified of the existence of the Claim, and shall be given reasonable opportunity to cure any act or omission causing liability, and participate in the defense thereof. The Indemnitee’s 's failure to give such notice shall not affect the Indemnitor’s 's obligations hereunder, except to the extent of any actual prejudice arising therefrom.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)
Acts Performed Outside the Scope of the Company. Each Member (each Member in such capacity, an “Indemnitor”) shall will indemnify, defend, save and hold harmless each other Member (an “Indemnitee”) from any and all Claims that shall will or may arise by virtue of any act or thing done or omitted to be done by the Indemnitor (directly or through agents or employees) outside the scope of, or in breach of, the terms of this Agreement; provided, however, that the Indemnitor shall will be properly notified of the existence of the Claim, and shall will be given reasonable opportunity to cure any act or omission causing liability, and participate in the defense thereof. The Indemnitee’s failure to give such notice shall will not affect the Indemnitor’s obligations hereunder, except to the extent of any actual prejudice arising therefrom.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Rice Energy Inc.), Limited Liability Company Agreement (Rice Energy Inc.)