Common use of Indemnification of Westlake by the Partnership Clause in Contracts

Indemnification of Westlake by the Partnership. Subject to the limitations on recourse and recovery set forth in this Article VI, from and after the Closing Date, the Partnership will indemnify, defend, and hold harmless Westlake and its Affiliates from and against any and all Losses imposed upon or incurred after the Closing Date in connection with, arising out of or resulting from: (a) the inaccuracy or breach of any representation or warranty made by the Partnership in Section 3.1 (each such inaccuracy or breach, a “Partnership Warranty Breach”); and (b) any nonfulfillment or breach by the Partnership of any covenant or agreement made by the Partnership under this Agreement; provided that for the purposes of determining Losses under subsection (a) above and determining whether or not any Partnership Warranty Breach has occurred, any qualification or exception contained therein relating to materiality (including material adverse effect) shall be disregarded.

Indemnification of Westlake by the Partnership. Subject to the limitations on recourse and recovery set forth in this Article VIIV, from and after the Closing Execution Date, the Partnership will indemnify, defend, and hold harmless Westlake and its Affiliates from and against any and all Losses imposed upon or incurred after the Closing Date Effective Time in connection with, arising out of or resulting from: (a) the inaccuracy or breach of any representation or warranty made by the Partnership in Section 3.1 (each such inaccuracy or breach, a “Partnership Warranty Breach”); and (b) any nonfulfillment or breach by the Partnership of any covenant or agreement made by the Partnership under this Agreement; provided that for the purposes of determining Losses under subsection (a) above and determining whether or not any Partnership Warranty Breach has occurred, any qualification or exception contained therein relating to materiality (including material adverse effect) shall be disregarded.