Common use of Indemnification by SEP Clause in Contracts

Indemnification by SEP. (a) Subject to the limitations set forth in Section 10.4, SEP hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Contributor and its Affiliates, directors, officers, shareholders, trustees and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Contributor Indemnified Parties” and collectively with the SEP Indemnified Parties, the “Indemnified Parties”) from and against any and all Losses actually suffered or incurred by any of the Contributor Indemnified Parties, to the extent arising out of: (i) any breach of any representation or warranty made by SEP in Article VI for the period such representation or warranty survives; and (ii) any breach of any covenant or agreement of SEP in this Agreement. (b) For purposes of this Section 10.3, whether SEP has breached any of its representations and warranties herein, and the determination and calculation of any Losses resulting from such breach, shall be determined without giving effect to any qualification as to “materiality” (including the word “material” and the term “Material Adverse Effect”).