Common use of Indemnification by the Grantee Clause in Contracts

Indemnification by the Grantee. In consideration of Enron and Grantor execution and delivery of this Agreement and issuance of the Option hereunder and in addition to all of the Grantee's other obligations under this Agreement, the Grantee shall defend, protect, indemnify and hold harmless Enron and Grantor and all of their Affiliates, officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Enron Indemnitees") from and against any and all Indemnified Liabilities incurred by the Enron Indemnitees or any of them as a result of, or arising out of, or relating to any breach of any representation, warranty, covenant or agreement made by the Grantee herein; provided, that with respect to any such claim based upon a breach of a representation or warranty, a bona fide claim relating thereto has been made within the applicable survival period specified in Section 7.1. Grantee shall reimburse the Enron Indemnitees for the Indemnified Liabilities as such Indemnified Liabilities are incurred. To the extent that the foregoing undertaking by Grantee may be unenforceable for any reason, the Grantee shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.