Common use of Indemnification of the Partnership and other Parties Clause in Contracts

Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Rice shall indemnify and hold the General Partner, the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach, violation or inaccuracy of a representation or warranty of Rice in this Agreement or any certificate delivered pursuant hereto (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein), (b) any breach of any agreement or covenant in this Agreement on the part of Rice or (c) the Rice Special Liabilities.

Indemnification of the Partnership and other Parties. From and after the Closing Date, subject to the other provisions of this Article VIII, Rice shall indemnify and hold the General Partner, the members of the Partnership Group and their respective directors, officers, employees, agents and representatives (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any breach, violation or inaccuracy of a representation or warranty of Rice in this Agreement or any certificate delivered pursuant hereto (without regard to qualifications as to materiality or Partnership Material Adverse Effect or similar qualifications contained therein), (b) any breach of any agreement or covenant in this Agreement on the part of Rice or Rice, (c) the Rice Special LiabilitiesLiabilities or (d) all Liabilities related to the Excluded Assets and the Pre-Closing Distribution.