Common use of NGL Group Entities’ Agreement to Indemnify Clause in Contracts

NGL Group Entities’ Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, the NGL Group Entities shall, jointly and severally, indemnify, defend and hold harmless Transferor and their respective Affiliates, Subsidiaries, directors, managers, officers, employees, controlling persons, partners, members, the OWL Partners, stockholders, agents, representatives, successors and assigns (collectively, the “Transferor Indemnified Parties”) from and against all Damages asserted against or incurred by Transferor Indemnified Party as a result of or arising out of or under (a) a breach of any representation or warranty of any of the NGL Group Entities contained in Article IV or (b) a breach of any covenant or agreement of any of the NGL Group Entities contained in this Agreement. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE TRANSFEROR INDEMNIFIED PARTIES. The NGL Group Entities shall be obligated to indemnify Transferor Indemnified Parties pursuant to Section 7.3 only for those claims giving rise to Damages of Transferor Indemnified Parties as to which a Transferor Indemnified Party has given the NGL Group Entities written notice prior to the end of the Survival Period, if any. Any written notice delivered by a Transferor Indemnified Party to the NGL Group Entities with respect to Damages of Transferor Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of Transferor Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

NGL Group Entities’ Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing until the end of the applicable Survival Period, the NGL Group Entities shall, jointly and severally, indemnify, defend and hold harmless Transferor Transferors and their respective Affiliates, Subsidiaries, directors, managers, officers, employees, controlling persons, partners, members, the OWL Partners, stockholders, agents, representatives, successors and assigns (collectively, the “Transferor Indemnified Parties”) from and against all Damages asserted against or incurred by any Transferor Indemnified Party as a result of or arising out of or under (a) a breach of any representation or warranty of any of the NGL Group Entities contained in Article IV or (b) a breach of any covenant or agreement of any of the NGL Group Entities contained in this Agreement. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF ANY OF THE TRANSFEROR INDEMNIFIED PARTIES. The NGL Group Entities shall be obligated to indemnify Transferor Indemnified Parties pursuant to Section 7.3 only for those claims giving rise to Damages of Transferor Indemnified Parties as to which a Transferor Indemnified Party has given the NGL Group Entities written notice prior to the end of the Survival Period, if any. Any written notice delivered by a Transferor Indemnified Party to the NGL Group Entities with respect to Damages of Transferor Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of Transferor Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.