Common use of Title, Tax and Environmental Indemnifications Clause in Contracts

Title, Tax and Environmental Indemnifications. (a) Subject to the provisions of Section 4.2 and Section 4.3, each Fund Entity, severally, in proportion to its respective Property Contributor Percentage, agrees to indemnify, defend and hold harmless the MLP Group from and against: (i) any Losses suffered or incurred by the MLP Group by reason or arising out of the failure of the MLP Group to be the owner of valid and indefeasible title, easement rights, leasehold and/or fee ownership interests in and to the lands on which any MLP Assets are located or which constitute any MLP Assets, and such failure deprives the MLP Group from the economic benefits of the MLP Assets or renders the MLP Group liable or unable to use or operate the MLP Assets in substantially the same manner that the MLP Assets (A) were used and operated by the Fund Group (including any Person contributed to the MLP on or prior to the Closing Date) immediately prior to the Closing Date as described in the Registration Statement or (B) are intended to be used by the MLP Group from and after the Closing Date as described in the Registration Statement; (ii) any Losses suffered or incurred by the MLP Group by reason of or arising out of any federal, state and local income tax liabilities attributable to the ownership or operation of the MLP Assets prior to the Closing Date, including (A) any such income tax liabilities that may result from the consummation of the formation transactions for the MLP Group occurring on or prior to the Closing Date and (B) any income tax liabilities arising under Treasury Regulation Section 1.1502-6 and any similar provision from state, local or foreign applicable law, by contract, as successor, transferred or otherwise and which income tax is attributable to having been a member of any consolidated, combined or unitary group prior to the Closing Date; and (iii) any Covered Environmental Losses suffered or incurred by the MLP Group.

Title, Tax and Environmental Indemnifications. (a) Subject to the provisions of Section 4.2 Sections 2.2, 2.3 and Section 4.32.4, each Fund Entity, severally, in proportion to its respective Property Contributor Percentage, agrees to MRD shall indemnify, defend and hold harmless the MLP Group from and against: (ia) any Losses suffered or incurred by the MLP Group by reason or arising out of the failure of the MLP Group to be the owner of valid and indefeasible title, easement rights, leasehold and/or fee ownership interests in and to the lands on which any MLP Assets are located or which constitute any MLP Assets, and such failure deprives the MLP Group from the economic benefits of the MLP Assets or renders the MLP Group liable or unable to use or operate the MLP Assets in substantially the same manner that the MLP Assets (A) were used and operated by the Fund Group (including any Person contributed to the MLP on or prior to the Closing Date) MRD and/or its applicable subsidiary immediately prior to the Closing Date as described in the Registration Statement or (B) are intended to be used by the MLP Group from and after the Closing Date as described in the Registration StatementStatement (including as setforth on the Reserve Reports); (iib) any Losses suffered or incurred by the MLP Group by reason of or arising out of any federal, state and local income tax liabilities attributable to the ownership or operation of the MLP Assets prior to the Closing Date, including (A) any such income tax liabilities that may result from the consummation of the formation transactions for the MLP Group occurring on or prior to the Closing Date and (B) any income tax liabilities arising under Treasury Regulation Section 1.1502-6 and any similar provision from state, local or foreign applicable law, by contract, as successor, transferred or otherwise and which income tax is attributable to having been a member of any consolidated, combined or unitary group prior to the Closing Date; and; (iiic) any Covered Environmental Losses suffered or incurred by the MLP Group; (d) all liabilities, other than Covered Environmental Losses, relating to the operation of the MLP Assets prior to the Closing Date that were not disclosed in the most recent pro forma balance sheet of the MLP included in the Registration Statement, or incurred in the ordinary course of business thereafter; and (e) any losses suffered or incurred by the MLP Group as a result of, relating to or arising out of the failure of MRD or its applicable subsidiary (including any member of the MLP Group) to have on the Closing Date any consent, waiver or governmental permit that renders the MLP Group liable or unable to own, use or operate the MLP Assets in substantially the same manner that the MLP Assets (i) were owned, used or operated by MRD or its applicable subsidiary immediately prior to the Closing Date as described in the Registration Statement or (ii) are intended to be used by the MLP Group from and after the Closing Date as described in the Registration Statement.

Title, Tax and Environmental Indemnifications. (a) Subject to the provisions of Section 4.2 Sections 2.2, 2.3 and Section 4.32.4, each Fund Entity, severally, in proportion to its respective Property Contributor Percentage, agrees to MRD shall indemnify, defend and hold harmless the MLP Group from and against: (ia) any Losses suffered or incurred by the MLP Group by reason or arising out of the failure of the MLP Group to be the owner of valid and indefeasible title, easement rights, leasehold and/or fee ownership interests in and to the lands on which any MLP Assets are located or which constitute any MLP Assets, and such failure deprives the MLP Group from the economic benefits of the MLP Assets or renders the MLP Group liable or unable to use or operate the MLP Assets in substantially the same manner that the MLP Assets (A) were used and operated by the Fund Group (including any Person contributed to the MLP on or prior to the Closing Date) MRD and/or its applicable subsidiary immediately prior to the Closing Date as described in the Registration Statement or (B) are intended to be used by the MLP Group from and after the Closing Date as described in the Registration StatementStatement (including as set forth on the Reserve Reports); (iib) any Losses suffered or incurred by the MLP Group by reason of or arising out of any federal, state and local income tax liabilities attributable to the ownership or operation of the MLP Assets prior to the Closing Date, including (A) any such income tax liabilities that may result from the consummation of the formation transactions for the MLP Group occurring on or prior to the Closing Date and (B) any income tax liabilities arising under Treasury Regulation Section 1.1502-6 and any similar provision from state, local or foreign applicable law, by contract, as successor, transferred or otherwise and which income tax is attributable to having been a member of any consolidated, combined or unitary group prior to the Closing Date; and; (iiic) any Covered Environmental Losses suffered or incurred by the MLP Group; and (d) all liabilities, other than Covered Environmental Losses, relating to the operation of the MLP Assets prior to the Closing Date that were not disclosed in the most recent pro forma balance sheet of the MLP included in the Registration Statement, or incurred in the ordinary course of business thereafter.