Common use of Indemnification by Holdco Clause in Contracts

Indemnification by Holdco. Subject to the limitations set forth in this ARTICLE X, effective upon the Closing, HoldCo shall defend, indemnify and hold harmless MLP and its Affiliates, and each of its and their respective directors, officers, employees, partners (other than partners of the MLP), members, contractors, agents and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of: (a) the breach of any of the representations or warranties under ARTICLE III or ARTICLE IV (other than Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5 and 4.6); (b) the breach of any of the representations or warranties under Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5, and 4.6 or the covenants or agreements of HoldCo contained in this Agreement; or (c) any Reserved Liabilities.

Indemnification by Holdco. Subject to the limitations set forth in this ARTICLE X, effective upon the Closing, HoldCo shall defend, indemnify and hold harmless MLP and its Affiliates, and each of its and their respective directors, officers, employees, partners (other than partners of the MLP), members, contractors, agents and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of: (a) the breach of any of the representations or warranties under ARTICLE III or ARTICLE IV (other than Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5 and 4.6);4.6); (b) the breach of any of the representations or warranties under Sections 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5, and 4.6 or the covenants or agreements of HoldCo contained in this Agreement; Agreement; or (c) any Reserved Liabilities.