Common use of Indemnification of Spinco Clause in Contracts

Indemnification of Spinco. Plains and the other members of the Plains Group shall have no Liability to Spinco and its Subsidiaries with respect to their furnishing any of the Services hereunder except for Liabilities arising out of or resulting from the gross negligence or willful misconduct of Plains occurring after the date hereof. Plains will indemnify, defend and hold harmless Spinco and its Subsidiaries in respect of all such Liabilities arising out of or resulting from such gross negligence or willful misconduct. Such indemnification obligation shall be a Liability of Plains (and a Spinco Excluded Liability) for purposes of the Separation Agreement, and the provisions of Article III of the Separation Agreement with respect to indemnification shall govern with respect thereto.

Indemnification of Spinco. Plains and the other members of the Plains Group shall have no Liability to indemnify and hold harmless Spinco and its Subsidiaries with in respect of all Liabilities arising out of or resulting from Spinco's furnishing or failing to their furnishing any of furnish the Services hereunder except to Plains provided for in this Agreement, other than Liabilities arising out of or resulting from the gross negligence or willful misconduct of Plains occurring after Spinco or any other member of the date hereofSpinco Group. Plains will indemnify, defend and hold harmless Spinco and its Subsidiaries in respect The provisions of all such Liabilities arising out this indemnity shall apply only to Losses that relate directly to the provision of or resulting from such gross negligence or willful misconductServices. Such indemnification obligation shall be a Liability of Plains and Calumet (and a Spinco Excluded LiabilityLiabilities) for purposes of the Separation Agreement, Agreement and the provisions of Article III of the Separation Agreement with respect to indemnification shall govern with respect thereto.