Indemnification by Holdings. Effective upon Closing, HOLDINGS shall defend, indemnify and hold harmless MLP and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of: (a) the breach of any of the representations or warranties under ARTICLE IV (other than Sections 4.1, 4.2, 4.5, 4.12 and 4.18), (b) to the extent and subject to any limitations contained in the Mobil Agreement, those matters set forth on Schedule 10.2(b); (c) the breach of any of the representations or warranties under Sections 4.1, 4.2, 4.5, 4.12 and 4.18 or the covenants or agreements of HOLDINGS contained in this Agreement; and (d) any Reserved Liabilities.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (DCP Midstream Partners, LP)
Indemnification by Holdings. Effective upon Closing, HOLDINGS shall defend, indemnify and hold harmless MLP and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of:
(a) the breach of any of the representations or warranties under ARTICLE IV (other than Sections 4.1, 4.2, 4.5, 4.12 4.18 and 4.184.19),;
(b) to the extent and subject to any limitations contained in the Mobil Agreementprovided therein, those any matters set forth on Schedule 10.2(b10.2(c);
(c) the breach of any of the representations or warranties under Sections 4.1, 4.2, 4.5, 4.12 4.18 and 4.18 4.19 or the covenants or agreements of HOLDINGS contained in this Agreement; and
(d) any Reserved Liabilities.
Appears in 1 contract
Samples: Contribution Agreement (DCP Midstream Partners, LP)
Indemnification by Holdings. Effective upon Closing, HOLDINGS shall defend, indemnify and hold harmless MLP and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of:
(a) the breach of any of the representations or warranties under ARTICLE IV (other than Sections 4.1, 4.2, 4.5, 4.12 4.18 and 4.18),
(b) to the extent and subject to any limitations contained in the Mobil Agreement, those matters set forth on Schedule 10.2(b4.19);
(cb) the breach of any of the representations or warranties under Sections 4.1, 4.2, 4.54.18, 4.12 and 4.18 4.19 or the covenants or agreements of HOLDINGS contained in this AgreementAgreement required to be performed after the Closing; and
(dc) any Any Reserved Liabilities.
Appears in 1 contract
Samples: Contribution Agreement (DCP Midstream Partners, LP)
Indemnification by Holdings. Effective upon Closing, HOLDINGS shall defend, indemnify and hold harmless MLP and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of:
(a) the breach of any of the representations or warranties under ARTICLE IV (other than Sections 4.1, 4.2, 4.5, 4.12 and 4.18),
, (b) to the extent and subject to any limitations contained in the Mobil Agreement, those matters set forth on Schedule 10.2(b);
; (c) the breach of any of the representations or warranties under Sections 4.1, 4.2, 4.5, 4.12 and 4.18 or the covenants or agreements of HOLDINGS contained in this Agreement; and
and (d) any Reserved Liabilities.
Appears in 1 contract
Samples: Contribution Agreement