Indemnification Costs and Expenses Clause Samples
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Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.
Indemnification Costs and Expenses. Section 8.1 Survival of Representations and Warranties 34 Section 8.2 Indemnification 34 Section 8.3 Indemnification Procedure 35 Section 8.4 Limitations 36 Section 8.5 Calculation of Losses 36 Section 8.6 No Duplication 37 Section 8.7 Tax Treatment of Indemnity Payments 37 Section 8.8 Release 37 Section 8.9 Exclusive Remedy 37 Section 8.10 No Reliance 37
Indemnification Costs and Expenses. Pay all amounts required to be paid by the Company pursuant to Section 11.15.
Indemnification Costs and Expenses. To the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so, each Lender other than CITBC agrees to reimburse CITBC, against, and hold CITBC, harmless from, on demand, to the extent of each such Lender's Commitment Percentage of, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind whatsoever (including, without limitation, disbursements necessary, in the judgment of CITBC, to preserve or protect the Collateral), that may at any time be imposed on, incurred by, or asserted against CITBC, in any way relating to a Letter of Credit, the Letter of Credit Guaranties or any other Loan Document or other instrument relating to any of the foregoing, or the transactions contemplated in this Article IX or in any Letter of Credit Guaranty, or any action taken or omitted by CITBC, under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from CITBC's, gross negligence or willful misconduct. The covenants contained in this Section shall survive the termination of this Agreement.
Indemnification Costs and Expenses. Section 6.01
Indemnification Costs and Expenses. Indemnification by the Contributor Parties 60 Section 7.2 Indemnification by Acquiror 60 Section 7.3 Limitations and Other Indemnity Claim Matters 61 Section 7.4 Indemnification Procedure 63 Section 7.5 Calculation of Losses 64 Section 7.6 No Duplication 64 Section 7.7 Tax Treatment of Indemnity Payments 64 Section 7.8 Release 64 Section 7.9 Exclusive Remedy 65 Section 7.10 No Reliance 65
Indemnification Costs and Expenses. Section 7.1 Indemnification by BreitBurn 19 Section 7.2 Indemnification by Purchasers 20 Section 7.3 Indemnification Procedure 20
Indemnification Costs and Expenses. Section 5.01 Indemnification by Inergy 16 Section 5.02 Indemnification by Purchaser 16 Section 5.03 Indemnification Procedure 16
Indemnification Costs and Expenses. (a) The costs and expenses, including fees and disbursements of counsel, incurred by an Indemnified Party or other Indemnitee in connection with any claim for which the indemnifying party is obligated to indemnify hereunder shall be reimbursed on a quarterly basis by the indemnifying party.
(b) Except with respect to fraud or felonious criminal conduct, no indemnifying party will have any obligations under Sections 11.2(a)(i), (ii), (v) and (vi) or 11.2(b)(i) and (ii) (x) if the individual claim giving rise to any Losses is less than one hundred thousand dollars ($100,000), in which case the party suffering any such Losses shall be liable for all Losses arising from such individual claim and (y) except with respect to claims made by Buyer and/or other Buyer Indemnitees with respect to breaches of Sections 5.6 or 5.7, unless and until the cumulative aggregate amount of the Losses incurred or suffered by the Indemnified Party and/or other Indemnitees which the indemnifying party is otherwise subject to under this Agreement exceeds three million dollars ($3,000,000), in which case the Losses in excess of such amount of Loss shall be covered. Except with respect to fraud or felonious criminal conduct, the cumulative aggregate amount of Losses for which any indemnifying party shall be liable pursuant to Sections 11.2(a)(i), (ii), (v) and (vi) or 11.2(b)(i) and (ii), as the case may be, shall not exceed forty million dollars ($40,000,000) (the “Cap”) except that, in the event Buyer or other Buyer Indemnitee makes a claim regarding a breach by Sellers of Sections 5.6 or 5.7 and the Cap has been fulfilled whether by such claim or otherwise, Sellers shall be liable with respect to claims under Sections 5.6 or 5.7 for an additional sixty million dollars ($60,000,000).
(c) The amount of any Loss for which indemnification is provided under this Section 11 shall be reduced to take account of any net Tax Benefit arising from the incurrence or payment of any such Loss or from the receipt of any such indemnification payment and shall be reduced by the insurance proceeds received (other than proceeds received pursuant to a self-insurance program) and any other amount recovered, if any, by the Indemnified Party with respect to any Loss. If any Indemnified Party shall have received any payment pursuant to this Section 11 with respect to any Loss and shall subsequently have received insurance proceeds with respect to such Loss, then such Indemnified Party shall pay to the ind...
Indemnification Costs and Expenses. Section 7.01 Indemnification by EEP 13 Section 7.02 Indemnification by the Purchaser 14 Section 7.03 Indemnification Procedure 14 Section 7.04 Tax Matters 15