From and after the Closing and subject to the provisions of this Article VII , (a) VTDC agrees to indemnify and hold harmless the Partnership Indemnified Parties from and against any and all Partnership Indemnified Costs and (b) the Partnership agrees to indemnify and hold harmless the VTDC Indemnified Parties from and against any and all VTDC Indemnified Costs. For the avoidance of doubt, but subject to Section 7.5 , the foregoing indemnification is intended to be in addition to and not in limitation of any indemnification to which the Parties may be entitled under the Ancillary Documents. For purposes of calculating Indemnified Costs (but not determining whether a breach has occurred), no effect shall be given to any qualifications of representations or warranties as to materiality or Material Adverse Effect.