Common use of Indemnification by Controlled Clause in Contracts

Indemnification by Controlled. Subject to Section 7.4, Controlled shall, and shall cause the other members of the RemainCo Group to, indemnify, defend and hold harmless EESLP, each member of the SpinCo Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the RemainCo Business, any Controlled Liabilities (including the Allocable Portion of any member of the RemainCo Group with respect to any Shared Liability (including, if applicable, any Corporate Action)) or any Controlled Assets, including any failure of Controlled or any other member of the RemainCo Group or any other Person to pay, perform or otherwise promptly discharge any Controlled Liabilities or Controlled Contracts in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (b) any Action (including, if applicable, a Corporate Action) relating exclusively to the RemainCo Business from which Controlled is unable to cause a SpinCo Group party to be removed pursuant to Section 7.6(d); (c) any failure by Controlled or a member of the RemainCo Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 7.4(c); (d) any breach by Controlled or any member of the RemainCo Group of this Agreement or any of the Ancillary Agreements; and (e) any guarantee, indemnification obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of Controlled or its Subsidiaries by EESLP or any of its Subsidiaries or Affiliates (other than Controlled or its Subsidiaries) that survives following the Effective Time.

Indemnification by Controlled. Subject to Section 7.4, Controlled shall, and shall cause the other members of the RemainCo Group to, indemnify, defend and hold harmless EESLP, each member of the SpinCo Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the RemainCo Business, any Controlled Liabilities (including the Allocable Portion of any member of the RemainCo Group with respect to any Shared Liability (including, if applicable, any Corporate Action)Liability) or any Controlled Assets, including any failure of Controlled or any other member of the RemainCo Group or any other Person to pay, perform or otherwise promptly discharge any Controlled Liabilities or Controlled Contracts in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (b) any Corporate Action (including, if applicable, a Corporate Action) or Action relating exclusively to the RemainCo Business from which Controlled is unable to cause a SpinCo Group party to be removed pursuant to Section 7.6(d); (c) any failure by Controlled or a member of the RemainCo Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 7.4(c); (d) any breach by Controlled or any member of the RemainCo Group of this Agreement or any of the Ancillary Agreements; and (e) any guarantee, indemnification obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of Controlled or its Subsidiaries by EESLP or any of its Subsidiaries or Affiliates (other than Controlled or its Subsidiaries) that survives following the Effective Time.