Indemnification by the MLP Sample Clauses
Indemnification by the MLP. The MLP agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, members, shareholders, employees, Affiliates and agents (collectively, “Agents”) and each Person who controls such Holder (within the meaning of the Securities Act) and its Agents with respect to each registration which has been effected pursuant to this Agreement, against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of legal counsel) in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (including any preliminary, final or summary prospectus), any Issuer Free Writing Prospectus and any amendment or supplement to the foregoing related to any such registration or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the MLP of the Securities Act or any rule or regulation thereunder applicable to the MLP and relating to action or inaction required of the MLP in connection with any such registration, or any qualification or compliance incident thereto; provided, however, that the MLP will not be liable in any such case to the extent that any such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information furnished to the MLP in an instrument duly executed by such Holder specifically stating that it was expressly for use therein. The MLP shall also indemnify any underwriters of the Registrable Securities, their Agents and each Person who controls any such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or ...
Indemnification by the MLP. The MLP hereby agrees to defend, indemnify and hold harmless LGC and its members, partners and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “LGC Indemnified Party” and, collectively with the MLP Services Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the LGC Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses (a) arise out of any acts or omissions of the LGC Indemnified Parties in connection with the provision of (or failure to provide) Services or (b) are LGC Covered Environmental Losses, in each case except to the extent that LGC is responsible for such Losses pursuant to Section 6.1. Where permitted under its insurance policies, the Partnership shall cause LGC to be named as an additional insured under such policies.
Indemnification by the MLP. The MLP hereby agrees to defend, indemnify and hold harmless New Source Energy and its members, partners and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “New Source Indemnified Party” and, collectively with the MLP Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against New Source Energy, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses arise out of any acts or omissions of New Source Indemnified Party in connection with the provision of (or failure to provide) Services, except to the extent that New Source Energy is responsible for such Losses pursuant to Section 6.1.
Indemnification by the MLP. (a) The MLP hereby agrees to defend, indemnify and hold harmless LGC and its members, partners and Affiliates and each of their respective officers, managers, directors, employees and agents (each, an “LGC Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the LGC Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses (i) arise out of any acts or omissions of the LGC Indemnified Parties in connection with the provision of (or failure to provide) Pre-Effective Date Services pursuant to the Original Omnibus Agreement, (ii) arise out of any acts or omissions of the LGC Indemnified Parties in connection with the provision of (or failure to provide) Services under any Transition Services Agreement after the Effective Date of this Amended and Restated Omnibus Agreement, or (iii) are LGC Covered Environmental Losses, in each case except to the extent that LGC is responsible for such Losses pursuant to Section 6.1. Where permitted under its insurance policies, the Partnership shall cause LGC to be named as an additional insured under such policies.
(b) The MLP hereby agrees to defend, indemnify and hold harmless CST and its members, partners and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “CST Indemnified Party” and, collectively with the MLP Services Indemnified Parties and the LGC Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the CST Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses (i) arise out of any acts or omissions of the CST Indemnified Parties in connection with the provision of (or failure to provide) Services or (ii) are CST Covered Environmental Losses, in each case except to the extent that CST is responsible for such Losses pursuant to Section 6.2. Where permitted under its insurance policies, the Partnership shall cause CST to be named as an additional insured under such policies.
Indemnification by the MLP. The MLP hereby agrees to defend, indemnify and hold harmless MRD and its members, partners and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “MRD Indemnified Party” and, collectively with the MLP Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the MRD Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses arise out of any acts or omissions of the MRD Indemnified Parties in connection with the provision of (or failure to provide) Services, except to the extent that MRD is responsible for such Losses pursuant to Section 6.1.
Indemnification by the MLP. The MLP hereby agrees to defend, indemnify and hold harmless DMI and its directors, officers, stockholders and Affiliates (other than the MLP Group) and each of their respective officers, managers, directors, employees and agents (each, a “DMI Indemnified Party” and, collectively with the MLP Indemnified Parties, each an “Indemnified Party”) from any and all threatened or actual Losses incurred by, imposed upon or rendered against one or more of the DMI Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Liabilities are foreseeable or unforeseeable, all to the extent that such Losses arise out of any acts or omissions of the DMI Indemnified Parties in connection with the provision of (or failure to provide) Services, except to the extent that DMI is responsible for such Losses pursuant to Section 5.1. Where permitted under its insurance policies, the Partnership shall cause DMI to be named as an additional insured under such policies.