Indemnities of Mitsui Sample Clauses

Indemnities of Mitsui. Effective as of the Closing, Mitsui and its successors and assigns shall assume, be responsible for, shall pay on a current basis and agree to defend, indemnify, hold harmless and forever release SM and its Affiliates, and all of their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “SM Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with: (a) any breach by Mitsui of its representations or warranties contained in Article II; (b) any breach by Mitsui of its covenants and agreements contained in this Acquisition Annex; or (c) the Assumed Obligations, except for those Liabilities included in, or attributable to, the Assumed Obligations which SM is required to indemnify Mitsui under Section 10.2 at the time that the Claim Notice is presented by the SM Indemnified Party to ▇▇▇▇▇▇.