Common use of Additional Indemnification by EXCO Clause in Contracts

Additional Indemnification by EXCO. (a) In addition to and not in limitation of the indemnification provided under Section 4.1, and subject to Section 4.4, EXCO shall indemnify, defend and hold harmless the Partnership Group from and against any claims, losses and expenses (including court costs and reasonable attorney's and expert's fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group ("Other Losses") by reason of or arising out of (i) the failure of the applicable Partnership Group Member to have Defensible Title to any ▇▇▇▇▇ included in the Assets, (ii) the breach of any transfer restriction, preferential purchase right, consent right, area of mutual interest provision, "maintenance of uniform interest" provision and similar contractual provision in any operating agreement burdening the Assets, which breach results from the Transfer of the Assets by the EXCO Group to the Partnership Group (the "Covered Transfer Losses"), (iii) the failure of the applicable Partnership Group Member to have defensible title to the Assets, other than any ▇▇▇▇▇ included in the Assets, free and clear of all liens and encumbrances except for Permitted Encumbrances and other encumbrances that do not materially adversely affect the value of the Assets or the ability of the Partnership Group to operate the Assets in substantially the same manner as they were operated immediately prior to the Effective Time, (iv) events and conditions associated with the ownership or operation of the Assets and occurring at or before the Effective Time, including any North Coast Royalty Owner Litigation Losses and any Anadarko Mid-Con Royalty Litigation Losses, (other than Covered Environmental Losses, which are provided for under Section 4.1), (v) events and conditions associated with the Retained Assets whether occurring before or after the Effective Time, (vi) the breach of this Agreement or of any Specific Conveyance and (vii) all federal, state and local income tax liabilities attributable to the operation of the Assets at or prior to the Effective Time, including any such income tax liabilities of the EXCO Group that may result from the consummation of the formation and contribution transactions involving the Partnership Group Members. Except for EXCO's indemnification obligation with respect to claims for Other Losses under clauses (i), (iii) or (iv) (other than North Coast Royalty Owner Litigation Losses and Anadarko Mid-Con Royalty Litigation Losses) of Section 4.3(a) made before the third anniversary of the Effective Date and claims for Other Losses under clause (vii) of Section 4.3(a) made prior to the 60th day following the expiration of the applicable statute of limitations, which obligation, in each case, shall not terminate, all indemnification obligations of EXCO with respect to Other Losses under clauses (i), (iii) or (iv) (other than North Coast Royalty Owner Litigation Losses or Anadarko Mid-Con Royalty Litigation Losses) of Section 4.3(a) shall terminate on the third anniversary of the Effective Date and all indemnification obligations with respect to Other Losses under clause (vii) of Section 4.3(a) shall terminate on the 60th day following the expiration of the applicable statute of limitations. All indemnification obligations of EXCO with respect to Other Losses under clauses (ii), (iv) (but only with respect to North Coast Royalty Owner Litigation Losses and Anadarko Mid-Con Royalty Litigation Losses), (v) and (vi) shall survive without limitation.