Common use of Indemnification by SEP Clause in Contracts

Indemnification by SEP. (a) Subject to the limitations set forth in Section 9.4, SEP hereby agrees that it shall indemnify, defend and hold harmless SE Corp 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) from and after each Closing, any breach of any representation or warranty in Article V, made by SEP at the date of this Agreement or as of the relevant Closing Date, for the period such representation or warranty survives; (ii) from and after each Closing, any breach by SEP of any covenant or agreement made by SEP in this Agreement and required by this Agreement to be performed on or before the relevant Closing; (iii) from and after the First Closing, the Company-Related Indemnity Matters; and (iv) from and after the First Closing, the SE US Liabilities. (b) For purposes of this Section 9.3, 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”).

Indemnification by SEP. (a) Subject to the limitations set forth in Section 9.4, SEP hereby agrees that it shall indemnify, defend and hold harmless SE Corp 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) from and after each Closing, any breach of any representation or warranty in Article V, made by SEP at the date of this Agreement or as of the relevant Closing Date, for the period such representation or warranty survives; ; (ii) from and after each Closing, any breach by SEP of any covenant or agreement made by SEP in this Agreement and required by this Agreement to be performed on or before the relevant Closing; ; (iii) from and after the First Closing, the Company-Related Indemnity Matters; and and (iv) from and after the First Closing, the SE US Liabilities. (b) For purposes of this Section 9.3, 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”).