Common use of INDEMNIFICATION BY AMP AND AMP SUBSIDIARY Clause in Contracts

INDEMNIFICATION BY AMP AND AMP SUBSIDIARY. Subject to the terms and conditions of this Article XIII, AMP and AMP Subsidiary hereby agree to indemnify, defend and hold the Owners and their respective agents, attorneys and Affiliates harmless from and against all Damages, as incurred, asserted against or incurred by such indemnities arising out of or resulting from: (a) a breach by AMP and AMP Subsidiary of any representation, warranty or covenant of AMP or AMP Subsidiary contained herein or in any schedule or certificate delivered hereunder; or (b) any liability under the Securities Act, the Exchange Act or any other federal or state "blue sky" or securities law or regulation, at common law or otherwise, or arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to AMP contained in the Private Placement Memorandum, any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to AMP and the transactions contemplated hereby (including its subsidiaries) required to be stated therein or necessary to make the statements therein not misleading.