Common use of Indemnification by DevCo Clause in Contracts

Indemnification by DevCo. Except as provided in Section 9.4 and Section 9.5, DevCo OP shall, and, in the case of Section 9.3(a) or Section 9.3(b), shall in addition cause each Appropriate Member of the DevCo Group to, indemnify, defend and hold harmless the SpinCo Indemnitees from and against any and all Losses of the SpinCo Indemnitees relating to, arising out of or resulting from any of the following (without duplication): (a) any DevCo Liability (other than any DevCo Tax Liability, which are addressed in Article XI), including the failure of any member of the DevCo Group or any other Person to pay, perform or otherwise promptly discharge any DevCo Liabilities(other than any SpinCo Tax Liability, which are addressed in Article XI) in accordance with their respective terms, whether prior to, at or after the Effective Time; (b) any breach by any member of the DevCo Group of any provision of this Agreement or of any of the Ancillary Agreements (other than the Commercial Agreements), subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained or incorporated by reference in the Registration Statements, the DevCo OP Information Statement and the SpinCo Information Statement, other than information that relates solely to the DevCo Business;