Common use of Indemnification by SEP Clause in Contracts

Indemnification by SEP. SEP hereby agrees that it shall indemnify, defend and hold harmless, without duplication, SE Corp, its Affiliates (including Sand Hills and Southern Hills, to the extent held directly or indirectly by SE Corp after Closing and fulfilling the requirements of the definition of Affiliate in this Agreement) and their respective directors, managers, officers, equity holders, members, partners, trustees and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “SE Corp Indemnified Parties”) from and against any and all Losses actually suffered or incurred by any of the SE Corp Indemnified Parties from and after Closing, to the extent arising out of: (a) any breach of any representation or warranty in Article III of this Agreement for the period such representation or warranty survives; (b) any breach by SEP or any of its Affiliates of any covenant or agreement made by SEP in this Agreement; and (c) the matters set forth in Section 5.1(a).