Common use of Indemnification by EESLP Clause in Contracts

Indemnification by EESLP. Subject to Section 7.4, EESLP shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Controlled, each member of the RemainCo 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 “RemainCo Indemnitees”), from and against any and all Liabilities of the RemainCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the SpinCo Business, any SpinCo Liabilities (including the Allocable Portion of any member of the SpinCo Group with respect to any Shared Liability) or any SpinCo Assets, including any failure of EESLP or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities or SpinCo Contracts in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (b) any Corporate Action or Action relating exclusively to the SpinCo Business from which SpinCo is unable to cause a RemainCo Group party to be removed pursuant to Section 7.6(d); (c) any failure by EESLP or a member of the SpinCo Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 7.4(c); and (d) any breach by EESLP or any member of the SpinCo Group of this Agreement or any Ancillary Agreements.

Indemnification by EESLP. Subject to Section 7.4, EESLP shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Controlled, each member of the RemainCo 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 “RemainCo Indemnitees”), from and against any and all Liabilities of the RemainCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication): (a) the SpinCo Business, any SpinCo Liabilities (including the Allocable Portion of any member of the SpinCo Group with respect to any Shared LiabilityLiability (including, if applicable, any Corporate Action)) or any SpinCo Assets, including any failure of EESLP or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities or SpinCo 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 or Action Action) relating exclusively to the SpinCo Business from which SpinCo is unable to cause a RemainCo Group party to be removed pursuant to Section 7.6(d); (c) any failure by EESLP or a member of the SpinCo Group to use commercially reasonable efforts to obtain the waivers of subrogation contemplated by Section 7.4(c); and (d) any breach by EESLP or any member of the SpinCo Group of this Agreement or any Ancillary Agreements.