Common use of Indemnification of Class B Investor Group by the Class A Member Clause in Contracts

Indemnification of Class B Investor Group by the Class A Member. Subject to the terms and conditions of this Article XI, the Class A Member hereby indemnifies, defends, reimburses and holds harmless the Class B Equity Investor and its parent or subsidiary companies, partners and other Affiliates, and their respective officers, directors, employees, attorneys, contractors and agents (collectively, the “Class B Investor Group”), from and against any and all Damages asserted against, resulting to, imposed upon, or incurred by the Class B Investor Group, directly or indirectly, by reason of or resulting from (a) any breach by the Class A Investor Group of their respective representations and warranties or covenants contained in this Agreement, any other relevant Transaction Document (collectively, “Class B Investor Claims”). To the extent that any such Damages relating to a Class B Investor Claim remain unpaid after such claim has been made therefor pursuant to this Article XI, any distributions otherwise payable to a Class A Member under this Agreement shall be used to satisfy the obligations of such Class A Member, the Company or their Affiliates, as applicable, hereunder in accordance with Section 5.4.

Indemnification of Class B Investor Group by the Class A Member. Subject Without in any way limiting any rights the Class B Equity Investor has under the Exelon Guarantee, and subject to the terms and conditions of this Article XI, the Class A Member hereby indemnifies, defends, reimburses and holds harmless the Class B Equity Investor and its parent or subsidiary companies, partners and other Affiliates, and their respective officers, directors, employees, attorneys, contractors and agents (collectively, the “Class B Investor Group”), from and against any and all Damages asserted against, resulting to, imposed upon, or incurred by the Class B Investor Group, directly or indirectly, by reason of or resulting from (a) any breach by the Class A Investor Group of their respective representations and warranties or covenants contained in this Agreement, any other relevant Transaction Document (collectively, “Class B Investor Claims”). To the extent that any such Damages relating to a Class B Investor Claim remain unpaid after such claim has been made therefor pursuant to this Article XI, any distributions otherwise payable to a Class A Member under this Agreement shall be used to satisfy the obligations of such Class A Member, the Company or their Affiliates, as applicable, hereunder in accordance with Section 5.4.