Common use of Right of Way Indemnification Clause in Contracts

Right of Way Indemnification. Each of MPL Investment LLC and MPCLP, jointly and severally, shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member by reason of or arising out of (a) the failure of such Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any of the Assets conveyed or contributed to such Group Member on the Closing Date is located as of the Closing Date, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date; (b) the failure of such Group Member to have the consents, licenses and permits necessary to allow (1) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, or (2) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date; and (c) the cost of curing any condition set forth in Section 2.3(a) or (b) that does not allow any Asset to be operated in accordance with prudent industry practice, in each case to the extent that MPCLP is notified in writing of any of the foregoing prior to the Identification Deadline.

Right of Way Indemnification. Each of MPL Investment LLC and MPCLPSubject to Section 2.4, jointly and severally, shall CEG will indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such the Partnership Group Member by reason of or arising out of (a) the failure of such CEG to validly convey, assign or otherwise transfer to the Partnership Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any of the Assets pipeline or any related facility or equipment conveyed or contributed to such the applicable Partnership Group Member on the Closing Date is located as of the Closing Datelocated, and such failure renders such Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing Date; (b) the failure of such Group Member to have the consents, licenses and permits necessary to allow (1) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, or (2) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of by CEG immediately prior to the Closing DateDate as described in the Registration Statement; (b) the failure of CEG to convey, assign or otherwise transfer to the Partnership Group the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 2.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by CEG immediately prior to the Closing Date as described in the Registration Statement; and (c) the cost of curing any condition set forth in Section 2.3(aclause (a) or (b) of this Section 2.2 that does not allow any Asset to be operated in accordance with prudent industry practice, in each case to the extent that MPCLP is notified in writing of any of the foregoing prior to the Identification DeadlinePrudent Industry Practice.

Right of Way Indemnification. Each of MPL Investment LLC and MPCLPSubject to Section 2.6, jointly and severally, NuDevco shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such the Partnership Group Member by reason of or arising out of (a) the failure of such the applicable Partnership Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests or other surface occupancy rights in and to the lands on which any of the Assets conveyed or contributed to such the applicable Partnership Group Member on the Closing Date is located as of the Closing Date, and such failure renders such the Partnership Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing DateDate as described in the Registration Statement; (b) the failure of such the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow (1) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, or (2) the transfer Transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of immediately prior to the Closing DateDate as described in the Registration Statement; and (c) the cost of curing any condition set forth in Section 2.3(aclause (a) or (b) of this Section 2.2 that does not allow any Asset to be operated in accordance with prudent industry practicePrudent Industry Practice, in each case to the extent that MPCLP NuDevco is notified in writing of any of the foregoing prior to the Identification Deadline.

Right of Way Indemnification. Each of MPL Investment LLC and MPCLP, jointly and severally, shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such the Partnership Group Member by reason of or arising out of (a) the failure of such the applicable Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any of the Assets conveyed or contributed to such the applicable Group Member on the Closing Date is located as of the Closing Date, and such failure renders such the Partnership Group Member liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of by the applicable MPC Entity immediately prior to the Closing Date; (b) the failure of such the applicable Group Member to have the consents, licenses and permits necessary to allow (1) any pipeline included in the Assets to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, or (2) the transfer of any of the Assets to the Partnership Group, in each case, where such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated as of by the applicable MPC Entity immediately prior to the Closing Date; and (c) the cost of curing any condition set forth in Section 2.3(a) or (b) that does not allow any Asset to be operated in accordance with prudent industry practice, in each case to the extent that MPCLP is notified in writing of any of the foregoing prior to the Identification Deadline.